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Spark New Zealand H2 FY19 Results

Full Year Results20 August 2019SPKCommunication Services

Spark New Zealand Limited ARBN 050 611 277
Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand


SILVANA ROEST

Company Secretary


Client Market Services

NZX Limited

Level 1, NZX Centre

11 Cable Street

Wellington 6011


ASX Market Announcements

Australian Securities Exchange

4th Floor, 20 Bridge Street

Sydney NSW 2000

Australia



21 August 2019


SPARK NEW ZEALAND LIMITED H2 FY19 RESULTS


Dear Sir/Madam


In accordance with the NZX Listing Rules, I enclose the following for release to the

market in relation to Spark New Zealand Limited’s H2 FY19 results:


1. Media Release

2. Results Announcement

3. Distribution Notice x 2

4. Annual Report

5. Investor presentation

6. Detailed financial information

7. Annual Corporate Governance Statement


Spark New Zealand’s Chief Executive, Jolie Hodson, and Chief Financial Officer, David

Chalmers, will discuss the H2 FY19 Results at 10:00am New Zealand time today.


ASX Appendix 3A.1 will follow this release.



Yours sincerely




Silvana Roest

Company Secretary


MARKET RELEASE

21 August 2019


Spark New Zealand lifts earnings on the back of mobile,

wireless, cloud services and focus on productivity

• Winning in mobile: share increases across service revenue and connections,

driven by growth in higher-value Unlimited plans

• Accelerating transition to wireless, growing wireless broadband and wireless

voice services

• Substantial investments in mobile capacity and networks to prepare for Rugby

World Cup, 5G and growing customer demand

• Spark Sport launched in March 2019, preparations on track for successful

delivery of Rugby World Cup

Spark New Zealand has delivered profit growth, stronger operating margins and market

share gains in its financial results for the year to 30 June 2019.

Spark Chair Justine Smyth said the continued improved performance was founded on a

clear strategy with strong execution and greater customer focus. It means Spark is on

track to deliver on key financial aspirations communicated in June 2017 as part of the

Company’s three-year strategy.

“We’ve grown our business in the highly competitive mobile and cloud services

categories, held our broadband position, entered new markets like sports streaming, led

on cost management and transformed our company culture. It’s very pleasing to achieve

these positive outcomes in a year during which we implemented and embedded

massive organisational change with the move to Agile ways of working.”

Operating revenues and other gains of $3,533m were flat year-on-year, as growth

markets (mobile, broadband, cloud and security) were offset by expected declines in

legacy voice and managed data & networks products.

Earnings before finance income and expense, income tax, depreciation, amortisation

and net investment income (EBITDAI) were $1,090m, up 11.1% ($109m) on reported

prior year EBITDAI and towards the top end of guidance. When the prior year result is

adjusted for implementation costs incurred in support of Spark’s ‘Quantum’ business

improvement programme, EBITDAI growth was 5.8%.

A continued focus on cost resulted in operating expenses being lower by 4.3% ($109m),

or 2.4% when adjusting the FY18 result to exclude $49m of implementation costs


associated with the Quantum programme. The expenses reduction was driven largely by

lower direct product costs ($28m) and lower labour costs ($38m).

Net investment income declined by $33m, driven by an expected reduction in dividends

from Spark’s shareholding in Southern Cross Cables ($15m, compared with $50m

previous year). Depreciation and amortisation were relatively stable year on year, while

taxation expense increased by $30m due to increased earnings and the impact of lower

investment income.

Overall reported net earnings were $409m, up 12.1% ($44m), or 2.2% ($9m) compared

with the adjusted prior year performance.

Spark announced an H2 FY19 total dividend per share of 12.5c, which will be made up

of an ordinary dividend of 11.0c and a special dividend of 1.5c, both 75% imputed. This

brings the total FY19 dividend to 25c per share.

Chief Executive Jolie Hodson said a commitment to create a wireless future for New

Zealanders was central to Spark’s strategy. Spark maintained growth in mobile

connections, revenue and average revenue per user (ARPU) over the year, driven by

the addition of higher-value customer propositions such as the new shareable Unlimited

plan. Spark significantly outperformed its mobile market competitors, securing over 60%

of total FY19 market growth in service revenue and connections. “As customers use

their mobile phones to do more, many of them are seeking larger data allowances and

price certainty – which provides an opportunity for Spark to improve ARPU with the right

products and plans,” Ms Hodson commented.

She said Spark has led the transition to a wireless future with the number of customers

on fixed wireless broadband and fixed wireless voice products growing by 36,000 over

the year to 166,000. “These products are easy to set up and, in many cases, deliver a

higher-quality experience for customers transferring from old copper lines, while

lowering Spark’s input costs. The future rollout of 5G will enable a step change in our

fixed wireless broadband offering.”

Ms Hodson said Spark is moving fast towards 5G with the November 2018 launch of its

innovation lab and collaboration space in Auckland, extensive planning for the network

build, and a partnership with Emirates Team New Zealand – which intends to use 5G

services from mid-2020 to assist in its defence of the America’s Cup.

“Spark is gearing up to launch 5G services as soon as relevant spectrum is available.

We are pleased the Government signalled recently it is considering an early, temporary

allocation of some spectrum within the ‘C Band’ earmarked for 5G – as this would


enable rapid delivery of 5G services while the details of the longer-term spectrum

allocation process are sorted through.”

In the business sector, Spark’s strengths in digital and cloud services are helping

companies transition their current legacy applications and infrastructure to operate

effectively in a digital world. As more devices and environments become connected,

helping businesses with cybersecurity is increasingly an area of opportunity for Spark.

Ms Hodson said the launch in March 2019 of Spark Sport – from a standing start less

than a year prior – was a huge milestone. “We are now successfully changing the way

New Zealanders engage with and view sports. In the five months since launch, the

performance has rapidly improved and the streaming platform has successfully

delivered about 800 sporting events and 12,000 hours of linear channels.

“Spark Sport is well on the way to successfully deliver the Rugby World Cup 2019,

which kicks off in September 2019. The tournament represents an opportunity to make a

step change in adoption of streaming by New Zealanders, as the importance and

visibility of the event makes it the ideal catalyst.”

During FY19, Spark advanced its ongoing programme of simplification, digitisation and

automation – with more than 100 ‘bots’ (automated digital processes) now performing a

range of tasks, from running back-end checks and processes to serving customers on

the front line and freeing up Spark people. High-quality self-service options were

experiencing strong usage growth and reducing demand on traditional service channels

such as customer care centres. Spark App usage increased by 18%, while voice

interactions reduced by 34%.

Moving forward, Spark is focused on using technology to understand and anticipate the

needs of New Zealanders, applying data-driven insights to every interaction and helping

serve customers better, Ms Hodson said.

ENDS

For media queries, please contact:

Andrew Pirie

Lead, Corporate Relations

+64 (0) 27 555 0275


For investor relations queries, please contact:

Dean Werder

Finance Lead Partner Product and Performance

+64 (0) 27 259 7176


Results announcement

(for Equity Security issuer/Equity and Debt Security issuer)


Results for announcement to the market

Name of issuer Spark New Zealand Limited

Reporting Period 12 months to 30 June 2019

Previous Reporting Period 12 months to 30 June 2018

Currency New Zealand dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$3,533,000 No Change

Total revenue $3,533,000 No Change

Net profit/(loss) from

continuing operations

$409,000 12.1%

Total net profit/(loss) $409,000 12.1%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.125 (comprised of an ordinary dividend of $0.11 and a

special dividend of $0.015)

Imputed amount per Quoted

Equity Security

$0.036458 (comprised of $0.032083 in relation to the ordinary

dividend and $0.004375 in relation to the special dividend)

Record Date 20 September 2019

Dividend Payment Date 4 October 2019

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

As at 30 June 2019: NZ$0.26 As at 30 June 2018: NZ$0.29

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Movements from the prior year are compared to restated

amounts for the 12 months to 30 June 2018 following the

adoption of NZ IFRS 15 and NZ IFRS 16 in the current year.

Changes in Spark’s earnings before finance income and

expense, income tax, depreciation, amortisation and net

investment income (EBITDAI) are provided in the addendum.

Authority for this announcement

Name of person


authorised

to make this announcement

David Chalmers, Finance Director (CFO)

Contact person for this

announcement

Dean Werder, Finance Lead Partner - Product and Performance

Contact phone number +64 272597176

Contact email address investor-info@spark.co.nz

Date of release through MAP


21 August 2019


Audited financial statements accompany this announcement.


Addendum:

Amount (000s) Percentage

change

Reported earnings before finance income and expense,

income tax, depreciation, amortisation and net investment

income (Reported EBITDAI)

NZ$1,090,000 11.1%

Adjusted

1

earnings before finance income and expense,

income tax, depreciation, amortisation and net investment

income (Adjusted EBITDAI)

NZ$1,090,000 5.8%


1

Adjusted earnings before finance income and expense, income tax, depreciation, amortisation

and net investment income (EBITDAI) reflects the impact of NZ$49 million costs of change

associated with the Quantum programme in FY18. EBITDAI and Adjusted EBITDAI are non-

GAAP measures which are defined and reconciled in note 2.5 of Spark’s financial statements.

Corporate Action Notice
(for a Distribution)



Section 1: issuer information

Name of issuer Spark New Zealand Limited

Financial product name/description Ordinary shares

NZX ticker code SPK

ISIN NZ TELE0001S4

Type of distribution Full Year X Quarterly

Half Year Special

DRP applies No

Record date 20 September 2019

Ex-Date (one business day before the

Record Date)

19 September 2019

Payment date (and allotment date for

DRP)

4 October 2019 AUST & NZ;

15 October 2019 USA

Total monies associated with the

distribution

$201,981,074

(1,836,191,581 shares @ $0.11 per share)

Source of distribution Retained earnings

Currency New Zealand dollars

Section 2: distribution amounts

Gross distribution $0.14208333

Total cash distribution $0.11

Supplementary distribution amount $0.01455882

Section 3:

Is the distribution imputed Fully imputed

Partial imputation

No imputation

If fully or partially imputed, please state

imputation rate as % applied

75%

Imputation tax credits per financial

product

$0.03208333

Resident Withhold Tax amount per

financial product

$0.01480417

Section 4: distribution re-investment plan (if applicable)

DRP % discount (if any)

Start date and end date for determining

market price for DRP

Corporate Action Notice
(for a Distribution)


Date strike price to be announced (if

not available at this time)


Specify source of financial products to

be issued under DRP programme (new

issue or to be bought on market)


DRP strike price per financial product

Last date to submit a participation

notice for this distribution in accordance

with DRP participation terms


Section 5: authority for this announcement

Name of person authorised to make

this announcement

David Chalmers, Finance Director (CFO)

Contact person for this announcement

Dean Werder, Finance Lead Partner - Product

and Performance

Contact phone number +64 272597176

Contact email address investor-info@spark.co.nz

Date of release via MAP 21 August 2019

Corporate Action Notice
(for a Distribution)



Section 1: issuer information

Name of issuer Spark New Zealand Limited

Financial product name/description Ordinary shares

NZX ticker code SPK

ISIN NZ TELE0001S4

Type of distribution Full Year Quarterly

Half Year Special X

DRP applies No

Record date 20 September 2019

Ex-Date (one business day before the

Record Date)

19 September 2019

Payment date (and allotment date for

DRP)

4 October 2019 AUST & NZ;

15 October 2019 USA

Total monies associated with the

distribution

$27,542,874

(1,836,191,581 shares @ $0.015 per share)

Source of distribution Retained earnings

Currency New Zealand dollars

Section 2: distribution amounts

Gross distribution $0.01937500

Total cash distribution $0.015

Supplementary distribution amount $0.00198529

Section 3:

Is the distribution imputed Fully imputed

Partial imputation

No imputation

If fully or partially imputed, please state

imputation rate as % applied

75%

Imputation tax credits per financial

product

$0.00437500

Resident Withhold Tax amount per

financial product

$0.00201875

Section 4: distribution re-investment plan (if applicable)

DRP % discount (if any)

Start date and end date for determining

market price for DRP

Corporate Action Notice
(for a Distribution)


Date strike price to be announced (if

not available at this time)


Specify source of financial products to

be issued under DRP programme (new

issue or to be bought on market)


DRP strike price per financial product

Last date to submit a participation

notice for this distribution in accordance

with DRP participation terms


Section 5: authority for this announcement

Name of person authorised to make

this announcement

David Chalmers, Finance Director (CFO)

Contact person for this announcement

Dean Werder, Finance Lead Partner - Product

and Performance

Contact phone number +64 272597176

Contact email address investor-info@spark.co.nz

Date of release via MAP 21 August 2019

---

6mm hinge
Bringing

the

future

faster.

Annual Report 2019

Spark New Zealand Annual Report 2019Bringing the future faster
Bringing the future faster

BRINGING THE FUTURE FASTER

Spark performance snapshot4

Chair and CEO review6

Our purpose and strategy10

Our performance12

Our customers14

Our products and technology18

Our people20

Our environmental impact22

Our community involvement24

Our Board26

Our Leadership Squad30

Our governance and risk management32

Our suppliers33

Leadership and Board remuneration34

FINANCIAL STATEMENTS

Financial statements38

Notes to the financial statements44

Independent auditor’s report90

OTHER INFORMATION

Corporate governance disclosures95

Managing risk framework roles and

responsibilities

106

Materiality assessment107

Stakeholder engagement108

Global Reporting Initiative (GRI) content

index

109

Glossary112

Contact details113

Contents

Key Dates

This report is dated 21 August 2019 and is

signed on behalf of the Board of Spark

New Zealand Limited by Justine Smyth, Chair

and Charles Sitch, Chair, Audit and Risk

Management Committee.

Justine Smyth

Chair

Annual Meeting 7 November 2019

FY20 half-year results announcement 19 February 2020

FY20 year-end results announcement 26 August 2020

Charles Sitch

Chair Audit and Risk

Management Committee

Build customer

intimacy

We need to understand

and anticipate the needs

of New Zealanders, and

technology enables us

to apply these insights

to every interaction,

helping us serve our

customers better.

Read more pages 7 and 14.

1
Spark New Zealand Annual Report 2019Bringing the future faster

Create a wireless future

New Zealand needs strong,

adaptable infrastructure to

power our businesses,

communities and our

people. 5G will be a

significant game-changer

and will help drive New

Zealand’s future success.

Spark is committed to being

at the forefront of the

transition to 5G.

Read more page 7 and

page 18.

Annual Meeting 7 November 2019

FY20 half-year results announcement 19 February 2020

FY20 year-end results announcement 26 August 2020

Create New Zealand’s

premier sports

streaming business

Spark Sport is

revolutionising how

New Zealanders watch

their favourite sports

events. Great content,

seamless experiences,

delivered to you where

you want to see it and

at a time that suits you –

either live or on demand.

Read more page 7 and

page 19.

Spark New Zealand Annual Report 2019Bringing the future faster
Bringing the future faster

2

Grow key markets

We will continue to grow

and set the pace in mobile,

broadband, cloud, security

and data, enabled by our

investment in new

technologies and creating

a broader range of services

and experiences for our

customers.

Read more page 7.

Mature Agile

leadership

We want to unlock greater value and better experiences

for our customers. By maturing our Agile leadership we

will create a culture where customers are at the centre

of what we do and every one of our people knows how

they contribute to our purpose and to customer value.

Read more page 7.

3
Spark New Zealand Annual Report 2019Bringing the future faster

A world of

game-changing

products that

will change our

landscape.

Deliver best cost

Reducing cost while

improving our customer

experience remains

important for our business.

We are using ground-

breaking technology in

artificial intelligence and

cognitive learning to give

our customers better

service and experiences in

a much faster timeframe

than in the past.

Read more page 8.

Lead on sustainability

We want to make a positive contribution to

New Zealand, with a particular focus on digital

inclusion, treating our people well and fairly,

reducing our environmental footprint,

behaving ethically and doing our part to

help New Zealand prosper.

Read more page 8 and pages 20–25.

Spark New Zealand Annual Report 2019Bringing the future faster
4

Spark performance snapshot

Spark performance snapshot

Operating revenues and other gains $

3,533M

Net earnings $

409M

Mobile revenue $

1,271M


2.7%

Total mobile connections

2.515M


2.3%

Total broadband connections

695K


0.7%

Capital expenditure

2

$

417M


1.0%

Broadband revenue $

685M


3.0%

Voice revenue $

486M


15.2%

Southern Cross dividends $

15M


70.0%

Cloud, security and service management revenue $

400M


8.1%

Dividends per share

25 cents No change

EBITDAI

2

$

1,090M

Spark

performance

FY19

1

1 All changes are comparative to restated results for the year ended,

or as at, 30 June 2018 following the adoption of NZ IFRS 15 and NZ

IFRS 16.

2 Earnings before finance income and expense, income tax,

depreciation, amortisation and net investment income (EBITDAI),

adjusted EBITDAI, adjusted net earnings and capital expenditure

are non-Generally Accepted Accounting Practice (non-GAAP)

measures and are not comparable to the New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) measures.

These measures are defined and reconciled in note 2.5 of the

financial statements.

3 Adjusted for $49 million (or $35 million net of tax) costs of change

incurred in FY18 associated with Spark’s Quantum Programme to

radically simplify and digitise processes, products and services.


11.1% reported


5.8% adjusted

3


12.1% reported


2.2% adjusted

3

Flat

year-on-year

5
Spark New Zealand Annual Report 2019Bringing the future faster

Use of MySpark

increased 18%

over the year and

we have 5

dedicated service

chat bots

successfully

answering

thousands of

customer queries

each month –

speeding up and

improving the

service for

customers.

Agile

transformation

drives strong

employee

engagement, with

eNPS (employee

net promoter

score) improving

considerably, by 9

percentage points

over the year.

The lab is New

Zealand’s only

interactive

environment offering

hands-on experiences

of potential 5G

technology. Since

opening in November

2018, the lab has

hosted more than

2,700 visitors from

hundreds of business

customers and

stakeholder

organisations.

From a standing

start 12 months

prior the

platform

launched in

March 2019 and

has already

streamed about

800 sporting

events and over

12,000 hours of

linear channels.

The shift from our

legacy telephone

network to a new

IP-based network

is continuing at

pace, with 25% of

exchanges now

decommissioned.

Digitising our

customer

experience

Opening of

New Zealand’s

first 5G

Innovation Lab

Employee

engagement

Future-

proofing our

technology for

customers

Launch of

Spark Sport

Spark New Zealand Annual Report 2019Bringing the future faster
6

Chair and CEO review

Chair and CEO review

Tēnā koutou,

Spark’s purpose, which sets our direction

and guides our every decision, is to help

all of New Zealand win big in a digital

world – āwhinatia ngā tangata katoa o

Aotearoa, kia matomato te tipu i te ao

matihiko. Our business is totally focused

on one market – New Zealand. We never

lose sight of the reality that we are a

small country at the bottom of the world,

and digital communications will be

crucial if we are to continue our nation’s

success on the global stage. That is why

Spark is focused on its mission of

bringing the future faster to

New Zealanders. Through seamless

customer experiences, delivered over

3G, 4G, (and, soon, 5G) or internet of

things technologies, or by encouraging

many more New Zealanders to watch

their favourite sport via broadband

streaming.

Delivering on our strategy

In the 2019 financial year Spark continued

to deliver on the key planks of our strategy,

which has seen us grow our business in the

highly competitive cloud services and

mobile categories, hold our broadband

position, enter new markets like sports

streaming, lead on cost management and

continue to transform our Company culture.

Central to our strategy is a commitment to

create a wireless future for New Zealanders.

We’ve maintained growth in mobile

connections, revenue and average revenue

per user (ARPU) over the year, driven by the

addition of higher-value propositions for

customers such as our new shareable

Unlimited plan. Spark significantly

outperformed our mobile market

competitors, securing over 60% of total

FY19 market growth in service and revenue

connections. As customers use their mobile

phones to do more, many of them are

seeking larger data allowances and price

certainty – which provides an opportunity

for Spark to improve ARPU with the right

products and plans.

Justine Smyth Chair

Jolie Hodson Chief Executive

7
Spark New Zealand Annual Report 2019Bringing the future faster

Spark has led the transition to a wireless

future with the number of customers on our

fixed wireless broadband and landline

products growing by 36,000 over the year

to 166,000. These products are easy to set

up and, in many cases, deliver a higher-

quality experience for customers

transferring from old copper lines, while

lowering our input costs. The future rollout

of our 5G network will enable a step change

in our fixed wireless broadband offering.

In a year we implemented and embedded

massive change with the move to Agile ways

of working, we’re pleased to deliver

financial results that are on plan. Net

earnings were $409 million, up 12.1% on a

reported basis, or 2.2% when the prior year

result is adjusted for implementation costs

incurred in support of our Quantum

business improvement programme. This

was despite operating revenues and other

gains being flat year-on-year, as growth

markets – mobile, broadband, cloud and

security – were offset by expected declines

in our legacy voice and managed data and

networks products.

Earnings before finance income and

expense, income tax, depreciation,

amortisation and net investment income

(EBITDAI) grew by 11.1% to $1,090 million

on a reported basis (or 5.8% when FY18 is

adjusted for Quantum implementation

costs) – towards the top end of our

guidance range. An important driver of

improved earnings was our continued focus

on cost, with lower direct product costs and

labour expenses.

Market context

Our industry is in a continual state of change

and the past financial year has been no

exception – with the biggest development

being an Infratil-led consortium’s purchase

of our largest competitor Vodafone

New Zealand. We believe competition will

remain as intense as ever; Vodafone, in

particular, will now have greater flexibility to

adjust its strategy and investments to suit

the unique features of a New Zealand

market. Nonetheless, our focus remains

unchanged – to win in the market by

consistently delivering for customers.

We were pleased to see the Commerce

Commission’s mobile market study

preliminary findings that the mobile sector

is serving New Zealanders well and not in

need of any further regulation at this stage.

We look forward to the final findings from

the mobile market study being published

later this year.

Bringing the future faster

to New Zealanders

In the year ahead we have some clear and

ambitious strategies.

Build customer intimacy

New Zealanders today expect their

experience with businesses of all types to

be seamless and relevant. If we are to

deliver against these rapidly rising

expectations, Spark will need to provide

relevant product and customer service

experiences across both digital and physical

touchpoints. Data can help us to

understand and anticipate the needs of

New Zealanders, and technology enables us

to apply these insights to every interaction,

helping us serve our customers better.

Create a wireless future

New Zealand needs strong, adaptable

infrastructure to power our businesses,

communities and our people, and Spark has

been leading the way by investing in our

mobile and internet of things networks to

provide customers with world-class service

and innovative products. We are moving fast

towards 5G with the launch of our

Innovation Lab and collaboration space in

Auckland, extensive planning for the

network build and our partnership with

Emirates Team New Zealand – which intends

to use 5G services from mid-2020 to assist

in its defence of the America’s Cup yachting

trophy. Spark is gearing up to have 5G

available as soon as relevant spectrum is

available. We are pleased the Government

signalled recently it is considering an early,

temporary allocation of some spectrum

within the ‘C Band’ earmarked for 5G – as

In a year we implemented

and embedded massive change

with the move to Agile ways

of working, we’re pleased

to deliver financial results

that are on plan.

this would enable rapid delivery of 5G

services while the details of the longer-term

allocation process are sorted through.

Create New Zealand’s premier

sports streaming business

The launch in March 2019 of our new

streaming service, Spark Sport – from a

standing start less than a year prior – was a

huge milestone. In the five months since

launch Spark Sport’s live event performance

has rapidly improved and the team is well

on the way to successfully deliver the Rugby

World Cup (RWC), which kicks off in

September 2019. The RWC represents an

opportunity to make a step change in

adoption of broadband streaming in New

Zealand as the importance and visibility of

the event makes it the ideal catalyst.

Grow key markets: mobile, broadband,

cloud, security and data

In established markets like mobile and

broadband, we will continue to innovate

where we see an opportunity to offer

greater value to our customers – adjusting

our product line up accordingly. In the

business sector we can be a critical enabler

of greater productivity by helping

companies transition their current legacy

applications and infrastructure to operate

effectively in a digital world. As more

devices and environments become

connected, helping businesses with cyber

security is increasingly an area of

opportunity for Spark.

Mature Agile leadership

Since we transitioned to Agile ways of

working in July 2018 we’ve seen

encouraging signs that Agile is delivering to

Spark New Zealand Annual Report 2019Bringing the future faster
Bringing the future faster

8

Chair and CEO review

our three objectives of improved employee

engagement, faster speed to market and

greater customer centricity. For example,

our eNPS score, which measures employee

engagement, has increased 9 percentage

points since the transition. Similarly, using

Agile methodologies we have successfully

completed the upgrade of Network for

Learning’s managed network – which

delivers broadband to 2,500 New Zealand

schools – in just 10 months, with the

customer actively engaged in our Agile

routines such as daily stand ups.

Transitioning to Agile is an ongoing journey

– one that will require iteration as we learn

more, the environment changes and our

customers’ needs evolve.

Deliver best cost

Being more productive while improving the

customer experience will remain a focus in

FY20. Our programme of simplification,

digitisation and automation continues to be

a crucial means of achieving this. We now

have more than 100 bots or automated

digital processes. These are performing a

range of tasks – from running back-end

checks and processes to serving our

customers on the front line – freeing up our

people. We will also continue to improve

high-quality self-service options, such as the

Spark App, which are experiencing strong

usage growth and reducing demand on

traditional service channels such as our

customer care centres.

Lead on sustainability

The past 12 months have seen us review

and refresh our approach to non-financial

performance and reporting. As a purpose

driven organisation, Spark wants to make a

positive contribution to New Zealand – and

we take our role as a responsible corporate

citizen very seriously. We have a new

sustainability strategy that focuses on four

pillars – fairness and inclusion;

environmental protection; a prosperous

New Zealand; and trust and transparency.

When it comes to fairness and inclusion our

Blue Heart programme has evolved beyond

its origins as a personal pledge to diversity

and inclusion, to become a unifying icon for

our wider approach to an inclusive and

heart-led culture. Crucial to this cultural

transformation has been the integration of

Te Ao Māori, recognising the unique role of

Māori as New Zealand’s tangata whenua.

Digital inclusion is another big focus area

for us: particularly through the work of

Spark Foundation we want to help ensure

no New Zealander is left behind in a digital

world by removing barriers to connectivity

– such as cost and lack of capability. In terms

of our environmental footprint our goal is to

reduce our greenhouse gas emissions by

25% on 2016 levels by 2025.

Leading Spark into the future

This year saw changes to Spark’s Leadership

Squad, the most notable of which was the

stepping down of Simon Moutter after a

highly successful seven-year tenure as

Managing Director. We have now formed

a new team for the new era ahead of us,

and we are energised and excited about

the opportunity to bring the future faster

to New Zealand.

Since we transitioned

to Agile ways of working in

July 2018, we’ve seen

encouraging signs that Agile is

delivering to our three objectives

of improved employee

engagement, faster speed to

market and greater

customer centricity.

Justine Smyth

Chair

Jolie Hodson

Chief Executive

9
Spark New Zealand Annual Report 2019Bringing the future faster

Perhaps the most important job of any

Board of Directors is the appointment

of the Chief Executive, who will guide

the Company into the future and

ensure consistent delivery of priorities

on behalf of shareholders. At Spark,

we have been privileged to have a

leader of Simon Moutter’s calibre at

the helm for the past seven years.

Simon has overseen one of

New Zealand’s most remarkable

business transformations. From the very

bold call to change the company name

in 2014, to the complete rebuild of

Spark’s IT stack – which has allowed

Spark to transform our customer

experience, to building a leading IT and

cloud services business, massive growth

in mobile and the transformation of

Spark to an Agile organisation, his

legacy is very significant.

With Simon’s departure at the end of

June he left a business that is ready to

seize future opportunities and manage

future challenges.

While we were very sad to say goodbye

to Simon, the Board was delighted to

announce the appointment of Jolie

Hodson to the position of CEO from

1 July 2019. As a Board Chair you don’t

always have the option of a smooth

transition from one leader to the next

but where that option is available,

through great succession planning,

I believe it is by far the best thing for

the business – for its people and its

customers.

When Simon informed us of his decision

to step down from his role it was clear

from Jolie’s track record of leadership

and delivery over her six years at Spark

that she was a stand-out candidate for

the role. It is very pleasing for the Board

to know that this business, which plays

such a pivotal role in the lives of New

Zealanders and for New Zealand

businesses, will have an exceptional

leader into the future.

Justine Smyth

Chair

Spark New Zealand Annual Report 2019Bringing the future faster
10

Our purpose and strategy

Our purpose and strategy

Plan on a page

Our plan on a page sets out Spark’s purpose, mission, strategic pillars and foundations all in one place. Everything we do

seeks to deliver on our overarching purpose: to help all of New Zealand win big in a digital world.

We recently updated our Plan on a Page to reflect our strategic priorities for the year ahead and beyond.

Our purpose

and strategy

OUR PURPOSE

OUR MISSION

TO HELP

NEW ZEALAND

ALL OF

IN A DIGITAL WORLD

WIN BIG

ĀWHINATIA NGĀ TANGATA KATOA O AOTEAROA

KIA MATOMATO TE TIPU I TE AO MATIHIKO

OUR FOUNDATIONS

A TOP DECILE, INCLUSIVE AND DIVERSE

ORGANISATION CULTURE UNDERPINNED BY VALUES:

NEW ZEALAND’S BEST CONVERGED DATA

NETWORKS AND DIGITAL SERVICES CAPABILITY

WE

EMPOWER

WHAKAMANA

WE

SUCCEED

TOGETHER

MATOMATO

WE ARE

BOLD

MĀIA

WE

CONNECT

TŪHONO

OUR

ON A PAGE

PLAN

FUTURE

BRING THE

TO NEW ZEALAND

FASTER

OUR STRATEGIC PILLARS

MATURE AGILE LEADERSHIP

GROW KEY MARKETS

CREATE NZ’S PREMIER SPORTS STREAMING BUSINESS

CREATE A WIRELESS FUTURE

BUILD CUSTOMER INTIMACY

LEAD ON SUSTAINABILITY

DELIVER BEST COST

11
Spark New Zealand Annual Report 2019Bringing the future faster

In addition to the published financial

statements, Spark’s Annual Report

provides information on Spark’s

performance on a number of non-

financial matters, including

environmental, social and governance

(ESG) commitments and related

metrics. Our reporting on ESG factors

follows NZX Governance Code (2019)

recommendations and, for the first

time, uses the Global Reporting

Initiative (GRI) Standards, the most

widely used global sustainability

reporting standard.

We have prepared our report in

accordance with the GRI Core Option,

and have not sought external assurance

over the non-financial information in

this report.

Through stakeholder engagement, 22

material topics have been identified. The

full materiality matrix is set out on page 107

of this report, along with more detail on our

stakeholder conversations.

Spark’s top material topics in order of

priority to our stakeholders are grouped

as follows:

1. Data privacy and security: Keeping

customer data safe, protecting

customer privacy and empowering

customers to protect themselves

against harmful digital communications.

2. Customer experience: Delivering a

seamless experience for all our

customers – from the individual

consumer through to corporate clients

– whether they are joining us, using our

services or solving a problem.

3. Financial performance: Delivering

consistent earnings growth, sustainable

business performance and dividends.

4. Innovation and investment: Investing in

the people, infrastructure and services

that will drive New Zealand’s prosperity.

5. Ethical behaviour: Adhering to the

highest standards of ethics and good

corporate governance, with a focus on

being transparent with key stakeholders

in our business practices.

6. Future of work: Facilitating skills

transference and the role Spark can

play in preparing our employees and

New Zealanders more generally for the

future of work.

7. Digital inclusion: Working to ensure

New Zealanders have equitable access

and capabilities when it comes to

digital technologies.

About this report

TRUST &

TRANSPARENCY

WE ARE RESPONSIBLE,

ETHICAL & TRANSPARENT

IN ALL OUR BUSINESS

ACTIVITIES

FAIRNESS &

INCLUSION

WE’RE DOING OUR BIT TO

BUILD A FAIRER & MORE

INCLUSIVE SOCIETY

STARTING WITH OUR

OWN BUSINESS

ENVIRONMENTAL

PROTECTION

WE PROTECT & RESTORE

THE ENVIRONMENT THROUGH

OUR BUSINESS OPERATIONS

& OUR VALUE CHAIN

A PROSPEROUS

NEW ZEALAND

WE’RE INVESTING IN THE

PEOPLE, INFRASTRUCTURE

& SERVICES NEW ZEALAND

NEEDS TO PROSPER IN

A DIGITAL WORLD

Our sustainability strategy

Spark has set itself a goal to be a recognised New Zealand leader in sustainability. This is a big aspiration for our business

and we recognise we are at the beginning of our journey. Our sustainability strategy sets out the four focus areas for our

non-financial performance, all of which are crucial to us realising our purpose.

12
Our performanceBringing the future fasterSpark New Zealand Annual Report 2019

Our performance

Operating expenses

Operating revenues and other gains

Other

1 All changes are comparative to restated results for the year ended, or as at,

30 June 2018 following the adoption of NZ IFRS 15 and NZ IFRS 16.

2 EBITDAI, adjusted EBITDAI and adjusted net earnings and capital expenditure

are non-Generally Accepted Accounting Practice (GAAP) measures and are not

comparable to the New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) measures. These measures are defined and reconciled in

note 2.5 of the financial statements.

3 Adjusted for the $49 million costs of change ($35 million net of tax) incurred in

FY18 associated with Spark’s Quantum programme to radically simplify and

digitise processes, products and services.

Our

performance

1

$ MILLION

MOBILE

VOICE

BROADBAND

CLOUD SECURITY

AND SERVICE

MANAGEMENT

PROCUREMENT

AND PARTNERS

MANAGED DATA

AND NETWORKS

OTHER

2019

2018

400

600

800

1,000

1,200

1,400

200

0

PRODUCT

COSTS

LABOUROTHERCOSTS OF

CHANGE

400

600

800

1,000

1,200

1,400

1,600

200

$ MILLION

2019

2018

EBITDAI

2

$3,533M Flat year-on-year

$1,090M


11.1% reported


5.8% adjusted

2

Net earnings

$409M


12.1% reported


2.2% adjusted

3

$2,443M


4.3%

NET INVESTMENT

INCOME

DEPRECIATION

AND AMORTISATION

EXPENSE

NET FINANCE

EXPENSE

TAX

EXPENSE

0

100

200

300

400

500

$ MILLION

2019

2018

• Mobile service revenue growth of $21 million, or 2.6%, was driven

by connection growth and strong take up of Unlimited plans.

• Broadband revenue growth of $20 million, or 3.0%, was due

to price increases on copper plans and removal of customer

acquisition credits.

• Voice revenue continued to decline, down $87 million, as a

greater proportion of customers opt for broadband-only service

to their homes or businesses and wholesale providers shifted

customers to different solutions.

• Cloud, security and service management revenue growth of $30

million, or 8.1%, reflects strong customer demand for the benefits

and flexibility that Cloud-based ‘as-a-Service’ products offer.

• Procurement and partners revenue growth of $8 million, or 2.2%,

due to strong sales of hardware and licences in CCL.

• Products costs decreased $28 million, or 1.8%, ahead of revenue.

• Labour costs have decreased $38 million, or 7.4%, following the

successful implementation of the Quantum initiatives resulting

in 4.2% lower FTE.

• FY18 included $49 million of costs of change associated with

Spark’s Quantum performance improvement programme to

radically simplify and digitise processes, products and services.

No further costs of change were incurred in FY19.

• Net investment income was $33 million lower largely due to

a decline in Southern Cross dividends, in line with previous

guidance.

• Depreciation and amortisation was relatively flat year on year

with capital expenditure remaining stable.

• Net finance expense increased $6 million due to the increase

in average debt during the year.

• Tax expense increased by $30 million in line with the increase

in net earnings before tax and the impact of lower net

investment income.

13
Spark New Zealand Annual Report 2019Bringing the future faster

Key capital expenditure projects for the year included:

• Continued mobile network investment, including the deployment

of the single radio access network (SRAN) and Long-Term

Evolution (LTE) sites and significantly increased capacity and

coverage for wireless broadband.

• IT systems investment included developments across our

products and IT systems to enhance the customer experience, as

well as lifecycle investment and licensing for internal IT systems.

• Plant, fixed network and core sustain capital expenditure included

investment in Spark’s fibre build programme, Optical Transport

Network (OTN) and Carrier Ethernet expansion to meet customer

demand for services and traffic growth across the network.

• Continued investment in the converged communication network

(CCN) that will replace the legacy PSTN network and enable us to

deliver IP-based voice services in the future.

Cash flows

20192018

YEAR ENDED 30 JUNE$M$M

Net cash flows from operating activities777820

Net cash flows from investing activities(426)(484)

Net cash flows from financing activities(352)(333)

Net cash flows(1)3

1 Adjusted for the $49 million costs of change ($35 million net of tax) incurred

in FY18 associated with Spark’s Quantum programme to radically simplify and

digitise processes, products and services.

2 Capital expenditure is a non-GAAP measure and is defined in note 2.5 of the

financial statements.

Capital expenditure

2

$417M


1.0%

Capital expenditure to operating revenues

11. 8% FY18 11.7%

Operating cash flows

$777M


5.2%

• Operating cash flows decreased $43 million largely due to

lower receipts from customers as a result of higher receivables

at year-end, together with a decrease in Southern Cross

dividend receipts.

• Lower investing cash outflows were primarily due to no business

acquisitions in FY19 compared to $51 million in FY18.

• Higher financing cash outflows were mostly due to a reduction

in debt top-up levels required to support increased dividends.

CLOUD

CCN

CABLE AND CAPACITY

IT SYSTEMS

MOBILE NETWORKS

PLANT, FIXED NETWORK AND CORE SUSTAIN

OTHER

$36M

$31M

$12M

$132M

$118M

$63M

$25M

800

780

820

840

760

740

720

700

$ MILLION

RECEIPTS FROM

CUSTOMERS

FY18

RECEIPTS FROM

INTEREST

RECEIPTS FROM

DIVIDENDS

PAYMENTS TO

SUPPLIERS AND

EMPLOYERS

PAYMENTS FOR

INCOME TAX

PAYMENTS FOR

INTEREST

FY19

22.3CENTS


12.1% reported


2.3% adjusted

1

25.0CENTS

No change

Earnings per shareDividends per share

Spark New Zealand Annual Report 2019Bringing the future faster
14

Our customers

Our customers

Our

customers

Spark’s new Internet of Things (IoT)

Asset Tracking service gives Kiwi

businesses the ability to track

valuable assets.

The service is already providing

New Zealand’s largest freight and

logistics company, Mainfreight,

with crucial real-time data on the

segregation bins it uses to safely

transport hazardous goods.

Mainfreight is one of the early

New Zealand businesses to have

deployed an IoT solution. Chemcouriers,

a subsidiary of Mainfreight, is already

reaping the benefits of digitally

monitoring its workflow and asset

utilisation.

Mainfreight’s Chief Information Officer

Kevin Drinkwater says: “We have over

400 segregation bins that each cost in

excess of $4,000 that would previously

go missing or be misplaced, and they

are critical to our ability to safely

transport hazardous goods.

Before IoT, locating these assets was

very much a manual process with the

team undertaking stocktakes around our

depots, counting bins and sending

reports back to the office. By the time

this happened the data was already out

of date.

Now we see GPS locations of bins

mapped to one dashboard and are

alerted in real time when something

isn’t where it should be or has been

stationary for too long.

That’s important because it means we

can address imbalances in our network

that occur because the largest

percentage of freight moves south

from Auckland.

Knowing where they are, on a continual

basis, means we can act quickly to return

the equipment.

As it is easy for branches to identify

what equipment they have on site we

have seen a behavioural improvement

in the way the branches deal with the

segregation bins.

In summary our Spark IoT solution

means that we have improved our

logistics planning and our asset network

can be rebalanced faster, resulting in

more productive asset utilisation and

reduced cost as fewer bins are required

in circulation.”

Spark caters for customers from

consumers right through to large

enterprises. Across all our services –

mobile, broadband, cloud services,

digital services and entertainment –

we have relevance for almost every

New Zealander.

Customer experience

Over the course of FY19 Spark continued to

use digitisation and automation to simplify

and improve the experience we offer our

customers – and the positive reception to

our improved digital self-service channels is

evidenced by customer behaviour.

In the past 12 months we’ve seen an 18%

increase in use of the Spark App, which

gives customers an easy and convenient

way to access a range of customer service

options without having to call us. In the

same period voice interactions with our

customer care centres reduced by 39%.

Providing service options for all our

customers

We recognise some customers continue

to prefer to call us rather than use digital

channels – particularly when they have

complex problems with their mobile or

broadband services. The premium Spark

brand continues to offer a high-quality

customer care team – both on the phone

and over live chat – for those customers who

prefer these methods.

We have also continued to invest in our

in-store experience, which we know has a

big role to play as technology becomes

more complex and more ubiquitous.

Connection Promise

Our Connection Promise is a great example

of how we have combined digital

capabilities with customer insight to come

up with a solution that customers genuinely

value. In the event of a broadband and/or

landline outage, customers who have

registered for Connection Promise are

eligible for extra data and (for landline

customers) free calling on their Spark

mobiles over the next seven days. We apply

Spark IoT solution

helps Mainfreight track

hazardous containers

15
Spark New Zealand Annual Report 2019Bringing the future faster

the data and free calling to their accounts

automatically when Connection Promise is

activated – and notify them we have done

so. We are also able to use the service to

support our customers affected by natural

disasters who may be forced to leave their

homes – as was the case with the Nelson

fires earlier this calendar year.

Customer safety

Protecting customers from scams

Email and telephone scammers

impersonating Spark are an ongoing

problem. Where possible, our security and

fraud teams work with law enforcement to

identify and shut down scams but this is

challenging when scammers are located

offshore. The most effective way to keep our

customers safe is therefore through

education and awareness. Where new scams

arise we work proactively with the police and

other community groups to publicise the

scams and warn our customers about them.

We keep our website (https://www.spark.

co.nz/help/scams-safety/scams/current-

scams) updated with information on scams

and we have produced a short leaflet with

this information, which we distribute in

hard copy to community groups, such as Age

Concern to ensure we are reaching those

groups who may not think to visit

our website.

In late June we launched Spark Call Screen,

a home phone that allows customers to

screen incoming landline calls and block

unwanted callers. When an unknown caller

rings on this phone, they must announce

their name and the receiver can decide

whether to accept or block the call (while

saved pre-authorised contacts are put

straight through), giving added security to

our customers who use landlines.

Online security tools

We offer two online security tools free to

Spark Home Broadband customers. These

are NetShield, which blocks harmful content

on the internet (allowing customers to set

their own filters for things like weapons,

alcohol and gambling); and McAfee, which

protects customers’ computers from

malware, spyware and other threats.

Electromagnetic fields (EMF)

With 5G becoming a feature of public

conversation we have had some customers

enquire about electromagnetic fields

(EMFs) from cell phones and cell sites and

whether there is any impact of these on

human health.

In New Zealand a Ministry of Health

Interagency Committee reviews local and

international research into EMFs and makes

recommendations relating to safe exposure

levels. This informs government policy,

including the New Zealand Standard for

radio frequency fields (NZS 2772). In its latest

report dated November 2018, the

Committee has concluded that the exposure

limits specified within NZS 2772 (which are

already very conservative as they incorporate

large safety factors) are sufficient for 5G

technology, noting that existing health effects

research already covers the radio spectrum

frequency bands anticipated to be used for

5G. The Committee says it will continue to

monitor research and update its

recommendations if and when required. In

August 2019, the United States Federal

Communications Commission similarly

confirmed that 5G technology does not

warrant any changes to its existing stringent

EMF exposure standards.

All Spark’s cell site infrastructure operates

within national and international safety

limits, which incorporate substantial safety

margins. We design all our mobile cell

towers to comply with National

Environmental Standards (NES) including

NZS 2772. Based on our continuous and

robust testing obligations, Spark’s cell

towers transmit at less than 5% of the

exposure limits outlined in NZS 2772.

As part of our obligations to comply with

exposure limits Spark has commissioned

independent monitoring around our cell

sites. You can read more about this

programme here. https://www.health.govt.

nz/our-work/radiation-safety/non-ionising-

radiation/independent-cellsite-monitoring.

Marketing and legal compliance

Under Spark’s Code of Ethics https://www.

sparknz.co.nz/about/governance all Spark

people are responsible for ensuring we

behave ethically and comply fully with all

applicable laws and regulations. Spark’s

Legal Compliance Policy sets out the

specific accountabilities that Spark people

have for complying with the law. Spark’s

people leaders make sure their people have

the information and training necessary to

meet these standards, and our Digital Trust

team supports our people with

comprehensive frameworks, tools, training

and advice. Every employee is required to

complete online training modules on the

Code of Ethics and how to apply it, and we

reinforce this training through regular

one-on-one and broader internal

communication across the business.

There were two (related) allegations made

by a competitor in the market that a

previous asset acquisition had an anti-

competitive effect. One allegation was

struck out by the High Court and the strike

out confirmed by the Court of Appeal, with

the Supreme Court subsequently declining

to consider further appeal. The other

related allegation has been filed in the

High Court and is in progress. We do not

consider there to be a basis for this second

allegation either.

Commerce Commission proceedings

In November Spark pleaded guilty to

proceedings brought by the Commerce

Commission under the Fair Trading Act

1986, in relation to two separate historical

operational and billing issues. These were

the incorrect implementation of a ‘welcome

credit’ for some fibre broadband customers

during 2016 and a billing implementation

issue relating to a 30-day notice period

when customers left Spark. Both were

system-based errors caused by genuine

mistakes with no malicious intent by Spark.

Spark was subsequently fined $675,000 by

the District Court in Auckland.

We sincerely regret the impact on

customers from these mistakes. Prior to the

proceedings we had already applied credits

to the accounts of all impacted customers

and we have made extensive efforts to

return all amounts owed to former

customers. We have also fully reviewed how

the errors had occurred and taken steps to

ensure they do not reoccur.

The Commerce Commission also issued four

warning letters to Spark in FY19 concerning

various customer communications, billing or

operational issues – some of these relating to

prior years.

Spark New Zealand Annual Report 2019Bringing the future faster
Bringing the future faster

16

Our customers

Customer privacy

All Spark staff are required to complete

online privacy training and to treat

customer information consistently with

Spark’s Privacy Policy. This includes

following Spark’s data governance

processes and engaging with Spark’s

privacy and security teams.

Spark’s new Privacy Policy https://www.

spark.co.nz/help/other/terms/policies/

privacy-policy sets out our commitment

to our customers when it comes to

handling their information. It is written to

set out transparently what data we

collect and how we use that data.

In our policy we:

• Have committed to handling all

personal information appropriately in

compliance with the Privacy Act 1993

and our customer’s expectations;

• Always follow Spark’s privacy

governance processes and standards

for the collection, use and disclosure

of personal information; and

• Set out customers’ rights and choices

in respect to their personal

information.

While we track privacy complaints from

customers, our focus is on resolving the

customer’s concerns, and we do not

currently capture data in a way that

enables us to identify which complaints

were substantiated. As such we are not

able to provide specific numbers about

substantiated complaints in FY19.

However, we are looking at ways to tag

these complaints in the future so we can

monitor numbers. We do track privacy

complaints from regulatory bodies. In

FY19 there were no substantiated

complaints.

We are also developing data breach

reporting capability. There were no

significant leaks, thefts or losses of

customer data events in FY19.

Spark has set a goal to help revitalise

and normalise use of Te Reo Māori.

We see the Māori language and

culture as special and unique to

New Zealand, so we want to play our

part in helping Te Reo Māori prosper

through the use of digital platforms.

To this end, and to coincide with Te

Wiki o te Reo Māori, Spark and Te Aka

Māori Dictionary launched Kupu, an

interactive mobile app that helps

people learn Te Reo Māori

translations by exploring the objects

around them.

To use Kupu users simply take a

picture using their mobile phone and

Kupu will use image recognition to

identify the object in the picture and

provide a Te Reo Māori translation for

it and any other objects it can detect.

Dr Dean Mahuta, Senior Lecturer at

AUT and Māori language researcher at

Te Ipukarea, the National Māori

Language Institute, was a key advisor

on the Kupu project working alongside Te

Aka Māori Dictionary and Spark to ensure

Kupu showcased Te Reo Māori correctly.

“Using technology and digital platforms

is a great way to encourage the use and

learning of Te Reo Māori. Te Aka Māori

Dictionary has over 300,000 visitors to its

website per month, with over 50% of

those visitors being new users,” said

Dr Mahuta.

“There are some amazing resources for

learning Te Reo Māori, including books,

websites and apps. However, this is the

first learning tool to translate pictures in

real time. It’s an evolution of the resources

that are out there. We hope Kupu will get

everyone excited about exploring and

learning Te Reo Māori, so we’re excited to

share Kupu with New Zealand.”

Kupu uses Google’s Cloud Vision product

and Artificial Intelligence technology,

backed by Te Aka Māori Dictionary data.

The app will improve its existing

translations with the moderated feedback

it receives over time. The project team is

also working with Te Aka Māori Dictionary

to increase the accuracy of Google

Translate.

The app is available for download free

from the Google Play Store and the iOS

App Store – and to date we’ve seen more

than 160,000 people take more than

2.5 million images.

It was named the supreme winner

in Ngā Tohu Reo Māori 2018 (Māori

Language Awards) and was a finalist in

the Matariki Awards.

Kupu: take a

photo, learn

a language

“Using technology and digital platforms is a great way

to encourage the use and learning of Te Reo Māori. ”

Senior Lecturer AUT and Māori

language researcher Dr Dean Mahuta

17
Spark New Zealand Annual Report 2019Bringing the future faster

Spark’s new Cloud Managed Network

gives small and medium enterprise

(SME) customers better visibility,

reliability and security for their LAN,

WAN and Wi-Fi networks. The network

is installed by Spark and any changes

required by the customer are managed

by Spark.

Customers have read-only access to the

cloud management portal to see what’s

happening with their networks in real

time and they also receive automated

status alerts. They can view device status,

network utilisation, application usage

and configuration settings. It is also

highly reliable with backup connectivity

via the 4G mobile network and has a

high level of security – an increasing

concern for SMEs, uses connectivity

more efficiently and offers a much

improved application performance.

Changes can also be applied quickly,

over-the-air, by configuring network and

security templates in the cloud

management portal that are then

automatically downloaded when a

device next connects to the internet at a

customer’s site.

To ensure our people could help

customers effectively transition to this

new technology, at launch we conducted

nationwide, in-person training

workshops for account managers and

solution consultants at 26 Business Hubs.

Connecting with New Zealanders

Our brand and customer campaigns seek

to build emotional connections with

New Zealanders and show what Spark

stands for as a business. Over the year we

ran several high-profile, successful and

sometimes thought-provoking campaigns.

Highlights included our collaboration with

Te Aka Māori Dictionary to launch our

Kupu App and 0800 Matariki, in which we

shared nine immersive stories behind

each star in the Matariki cluster. For Pride

Month we continued our partnership with

counselling and support service OUTline

to tell the story of Hunter, a transgender

young person, and his mother Dee. As

well as seeking to start a conversation the

campaign once again focused on raising

awareness of, and funding for, OUTline,

with a text to donate number. In the

business space our ‘What’s your driverless

car?’ campaign asked New Zealand

businesses to think about how 5G could

enable game-changing technology in

their industries.

We continued our successful strategy of

building value-added services into our

Spark offer, with our Netflix, Spotify and

Spark Arena partnerships, and our

bundling of Lightbox, a fundamental

part of this.

The Skinny brand has continued its

success in FY19 launching an unlimited

plan and redesigning its online customer

experience based on customer feedback.

It won two CANSTAR Awards: best telco

for Consumer Experience and best telco

experience for Small Business.

Managing our customer risks

Intensifying and relentless pressure in our

core markets challenges Spark’s ability to

acquire and retain customers. Mitigations

to offset this risk include the Agile

operating model and other strategic

programmes, like the Customer Experience

framework that seek to put speed to

market, customer satisfaction and customer

service quality at the centre of our business

model. Customer interaction and market

net promoter scores are closely monitored

by the Leadership Squad and used to

continuously improve our delivery quality

from a customer’s perspective.

Putting New Zealand’s

small businesses

in the cloud

Cloud Managed Network can help

hospitality customers prioritise their internet

connections for critical business processes,

such as EFTPOS, guest WiFi or streaming

the Rugby World Cup.

Spark New Zealand Annual Report 2019Bringing the future faster
18

Our products and technology

Our products and technology

Strong, adaptable infrastructure and the

best, most relevant products and services

are crucial for us realising our mission to

bring the future faster to New Zealand.

Mobile

Our strong mobile performance continued

over the year, with Spark outperforming our

competitors in a tough market. Connections

increased by 57,000, service revenues by

2.6% and margins by 5.9%. Our mobile

market share is now the highest it has been

since 2012. Our launch in November of new

Unlimited plans significantly reduced the

cost of unlimited mobile data for our

customers.

Spark was the first New Zealand mobile

provider to support electronic or eSIM

technology that will progressively replace

physical SIM cards in mobile devices – an

essential technology for driving widespread

adoption of wearable mobile devices. We

have already launched the eSIM for the

Samsung Galaxy 4G Watch and we will be

launching further functionalities and

compatible IoT devices in the coming

financial year.

Wireless broadband and voice

The number of customers using wireless

broadband or wireless voice increased by

36,000 over the year, bringing the total to

166,000. Wireless broadband remains

popular with customers who do not need

unlimited data caps and/or super-fast

speeds but who do want a high-quality

broadband connection. Our numbers

suggest wireless broadband and wireless

voice customers experience fewer faults

than those on copper connections and that

where they do have a fault, we are usually

able to fix it faster than in the case of copper

(where it needs to be escalated to the

copper network owner, Chorus, for

resolution).

Building a 5G future

With the launch of our 5G innovation lab

Spark became the first New Zealand

business to showcase this exciting new

technology. We have also opened a 5G

collaboration space, which will allow us to

work closely with Kiwi businesses to test the

technical capabilities of 5G and enhance

products and experiences.

To raise awareness of how 5G will help

transform New Zealand we collaborated

with Ohmio Automotion to test

New Zealand’s first 5G-connected driverless

car on Auckland streets. The test used

Spark’s pre-commercial 5G network,

available as part of the 5G Innovation Lab.

The test and our partnership with Ohmio

show the potential of 5G goes far beyond

the speed of mobile phones and wireless

broadband connections to new ways of

living and working.

We are working through the vendor

selection for our 5G network build. In late

2018 the New Zealand Government

Communications Security Bureau (GCSB)

turned down Spark’s application to use

Huawei equipment as part of that network.

We are still working through what possible

mitigations we might be able to provide to

address the concerns raised by the GCSB

and have not yet made any decision on

whether or when we should submit a

revised proposal to GCSB. While we see

Huawei as a great partner and leading in 5G

technology, we will take a multi-vendor

approach to 5G. Our rollout plans will not

be impacted by decisions beyond our

control around Huawei’s participation.

The biggest dependency for our 5G

network build is now spectrum. Spark is

well placed to take part in 5G spectrum

allocation and has already secured

spectrum on loan for the America’s Cup

to showcase Kiwi capability to the world.

Fixed line

Broadband

We continued to see a solid performance in

broadband with improved revenue and

margin growth. The Unplan, launched in

October 2018, is the first plan in

New Zealand to allow flex in what customers

pay based on their monthly data usage.

Closure of PSTN network

Our closure of the legacy PSTN (public

switched telephone network) and transition

to the new, IP-based CCN (converged

communications network) continues at

pace. More than 25% of exchanges have

now been decommissioned and we have

closed down another 100 telephone

exchange switches. All wireless and fibre

voice customers have now been migrated

over to the CCN.

4G high definition (HD) calling

While 3G will continue to be a primary

means of delivering voice in the immediate

future, 4G HD calling provides fast call set

up time and call quality and will enable

voice services for new cell sites rolled out as

part of the 4G only Rural Broadband

Initiative 2 (RBI2). Spark has activated 4G HD

calling services on its network – otherwise

known as Voice over LTE or VoLTE – and is

progressively turning this on for capable

handsets.

Wholesale

Our Wholesale business saw a slower rate

of decline in the number of PSTN voice

connections and revenues than we saw

in FY18 and made progress in new,

growth areas.

Following the win of Trustpower as a

mobile and wireless broadband wholesale

customer in late 2018, we have been

focused on getting it set up with new

capabilities.

5G innovation


Testing New Zealand’s first

5G-connected driverless car on

Auckland streets.

Our products and

technology

19
Spark New Zealand Annual Report 2019Bringing the future faster

We’ve also had considerable success in our

offer of wholesale Internet of Things (IoT)

solutions. A highlight of the year was

working with Hyundai to install SIM cards in

its vehicles which allows Hyundai to provide

high quality vehicle data such as mileage

and tyre pressure to its customers.

Spark’s capacity on the Tasman Global

Access (TGA) cable between New Zealand

and Australia increased by 128% over the

year; supplementing the capacity on the

Southern Cross cable. We now have two low

latency diverse cable paths across the

Tasman for our customers.

Sport and entertainment

Spark Sport

Spark Sport launched in March 2019. In line

with our Agile ways of working we launched

the service in beta mode and have

iteratively developed the product over the

past few months – adding functionality,

fixing small defects and improving the

customer experience. We’ve also made

Spark Sport available as a product for

commercial premises, such as pubs and

clubs, with premises able to purchase a

Rugby World Cup 2019 (RWC) Tournament

Pass at consumer pricing.

We now have a range of sports titles

available on the platform, including rugby,

football, tennis, motorsports, basketball,

mixed martial arts, racing, boxing, golf,

hockey, e-sports and athletics.

Spark Sport has decided for strategic

reasons to form two key partnerships for a

successful RWC delivery. TVNZ is our

free-to-air partner, showing 12 matches on

TV1 – five live and seven delayed. This

means that households without streaming-

ready broadband can still watch the key

matches. We have also partnered with SKY

TV to provide an alternative distribution

model for commercial premises to provide

an alternative RWC viewing option for

venues that would prefer to use their

existing infrastructure.

Looking beyond the RWC we are actively

looking to acquire further content and we

will continue to develop the platform by

adding new functionality and features.

Lightbox

In March 2019 we announced our intention

to find media partners to help grow our

Lightbox entertainment business. Lightbox

is the leading local player in the streaming

entertainment market, with more than

355,000 subscribers. It’s been a valuable

part of our bundled offer to customers but

its continued success will require ongoing

investment, especially in content. In the

meantime the Lightbox service will continue

as normal for our customers, and we will

keep the market informed as this process

progresses.

Cloud

Over the past six years we have worked to

successfully establish Spark as a leader in

digital and cloud services.

This year we built on the strengths of CCL

and Revera by consolidating them under

CCL. We are aligning the wider Spark group

capability and investment in cloud behind a

single go-to-market strategy to evolve our

proposition and to make it easier for our

customers to engage with us.

We are also establishing a new division

called Leaven, to help organisations

accelerate cloud and digital transformation.

This business will combine the deep local

experience within Spark with the global

expertise of our partner Cloud Technology

Partners (CTP), a Hewlett Packard Enterprise

company, to work across the three leading

public cloud vendors, helping organisations

to adopt these cloud platforms, operate and

run applications and work programmes and

take advantage of the underlying

capabilities to innovate how they work and

the services they provide.

Internet of Things

We have now deployed two IoT networks

nationwide: LoRa WAN (a low power

network) and Cat M1 (which runs over our

4G mobile network). The benefits of this

technology are starting to come through

across a range of industries. The asset

tracking solution we’ve delivered to

Mainfreight is featured on page 14. We have

also provided St John with technology to

monitor patients in real time, and we are

working with Auckland Transport and

other partners to create New Zealand’s first

‘smart street’ on Madden Street in

Wynyard Quarter.

In the next few years we expect use of IoT

will become status quo for New Zealand

businesses – like a good internet connection

or suitable cloud platform is today.

Mattr

Mattr is a subsidiary of Spark, established in

2019. It is led by Dr Claire Barber, who was

most recently Spark’s Product Director, and

comprises a team of engineers, scientists

and designers who are investigating the

creation of new capabilities in response to

the disruptive opportunities created by new

technology and societal trends.

Mattr’s initial focus is in the area of Trust

over IP (TOIP). This includes areas such as

self-sovereign identity (SSI), IoT, Artificial

Intelligence (AI) and distributed

architectures. Mattr is based in Auckland,

New Zealand but has a strong focus on

collaboration with partners – both locally

and globally.

Managing our product and

technology risks

High-performing and evolving technology

infrastructure is vital to Spark’s success

because it plays a role in our ability to attract

and retain customers. Spark’s technology

units strive to minimise the risk of service

impacting events and deliver on our goal of

having NZ’s best converged data networks

and digital services capability by using

mature and proven technology

management processes. Examples include

Network and IT system architecture

governance, structured build and release

processes, and disciplined operational

management processes.

Rugby World Cup 2019


Spark Sport will stream live all 48 matches

into the homes of New Zealanders, via their

broadband connection.

Spark New Zealand Annual Report 2019Bringing the future faster
20

Our people

Our people

Our people

Spark seeks to employ the best people

and to invest in them to bring out their

full potential.

Our key people goals are to:

• Create a diverse pipeline of

leaders and employees with a

culture of inclusion;

• Ensure Spark people are fairly

remunerated and incentivised in

ways that lead to better customer

outcomes;

• Ensure Spark has the right skills in our

Board and Leadership Squad for the

digital future; and

• Provide a safe and healthy

work environment.

Blue Heart programme

We launched our ground-breaking Blue

Heart programme in 2018 to support

Spark’s focus on a ‘heart-led’ approach to

diversity and inclusion. To date, more than

3,000 of our people have made personal

Blue Heart pledges to support a ‘heart-led’

approach to diversity and inclusion at Spark.

Since the programme’s launch, Blue Heart

has evolved beyond a personal pledge to

become a unifying icon for our wider

approach to an inclusive and heart-led

culture. The cultural shift it represents has

been crucial for Spark’s transition to Agile

ways of working, which through the creation

of multi-functional autonomous squads,

results in people from diverse cultural,

ethnic and professional backgrounds

working closely together on a daily basis.

Spark’s Māori Business Strategy

The Spark Māori Business Strategy – Te Pou

Arataki – is about Māori cultural

transformation, finding the shared space

between Te Ao Māori and our corporate

world. It aims to build deeper more

authentic partnerships with our

stakeholders, our customers and our

people. It provides for values-based

opportunities for investment in people and

communities and aligns very well with our

Agile approach in that it is built on the

concept of ‘kotahitanga’ – collective action

and togetherness.

Its strategic pillars are focused upon true

partnership with Māori, empowering Māori

business through meaningful platforms and

incorporating drivers for economic, social,

cultural and environmental growth.

It is driven by four purpose statements,

growing our Māori talent and knowledge

whilst building a team of trusted advisors,

working in partnership with Māori to

achieve their aspirations, growing trust in

our brand to serve Māori and therefore

growing our market.

Our partnerships with Māori language

institutions Te Taura Whiri and Te Ipukarea

strengthened our ability to be authentic in

approach, and our customer relationships

and engagement with iwi will continue to be

a focus for the coming year. Our Board and

Leadership Squad continued to build their

cultural and linguistic knowledge, with a

focus on confidence when using Te Reo

Māori either publicly or at internal events.

The focus translated into some highly

successful customer and publicly facing

initiatives, such as the Kupu App and

0800 Matariki.

The stories were written with guidance from

Rangi Matamua, Professor at the University

of Waikato and were inspired by his book,

Matariki: The star of the year. Spark also

collaborated with broadcasters Stacey

Morrison and Scotty Morrison and tikanga

expert Rhonda Tibble.

Spark cultural celebrations

Spark’s inclusion programme sets out to

ensure that every employee can bring their

‘whole self’ to work. To this end we

continued to recognise and celebrate a

range of significant cultural events over

the year, including Chinese New Year; Eid

al-Fitr; Samoan, Chinese, Cook Island and

NZ Sign language weeks; Diwali; and

ANZAC Day.

Spark wellbeing

Over the past year a group of Spark people

implemented a thriving staff-led programme

to create a mentally healthy workplace,

which has created a safe and supportive

environment, allowing for open

conversations about mental health. It aims

to help our people better understand and

manage their own mental wellbeing, seek

help early and signpost their workmates into

the right support. The programme has been

recognised as a finalist in this year’s

Diversity Works Awards, which will be

announced in late August.

During FY20 we will be implementing a health

and wellbeing programme to encourage

Spark people to lead healthy lifestyles, and

care for ourselves and each other.

Spark Pride

Spark continued its support of the Rainbow

community over the year primarily through

our support of LGBTQI+ counselling and

support service OUTline.

We supported OUTline in a practical sense

through our #thankstoyou fundraising

campaign, by deploying the PureCloud

platform into its organisation, providing

additional functionality, reporting and

visibility of its callers and potential rostering

requirements. We also partnered with

OUTline in our participation at the Auckland

and Wellington Pride Festivals.

We reaffirmed our Rainbow Tick

accreditation over the year with the next

annual assessment due during FY20.

Gender diversity

In FY19 we continued pursuing our goals of

growing more balanced gender

representation at senior levels, taking steps

to address the gender pay gap and to

ensure diversity and inclusion programmes

21
Spark New Zealand Annual Report 2019Bringing the future faster

are embedded into recruitment and

promotion practices.

As we transitioned to Agile ways of working

we were presented with a unique

opportunity to execute on these goals, with

the adoption of new ‘Contribution’ and

‘Accreditation’ models.

The Spark Contribution

and Accreditation models

The Spark Contribution and Accreditation

models are about ensuring our people are

remunerated according to the value they

contribute to the Company – based on their

ability and experience in their chosen area

of expertise; their adoption of Spark’s

values, culture and mindsets; and their

customer understanding and commercial

acumen. These models give our people a

clear description of how they can progress

their careers at Spark, and over the past 12

months we’ve undertaken a thorough

process to map our people to a simplified,

progressive pay scale that rewards people

appropriately based on where they sit within

the model for their chosen area of expertise.

At the core of the models is a focus on

equality and fairness. We have moved away

from handling remuneration using broad

ranges based on such things as specific

roles, titles, hierarchy and, for management

roles, the number of direct reports. The

Agile model encourages a flat organisation,

fluidity and valuing people’s particular ‘craft’.

At the end of FY19, 85% of employees who

were eligible to be on the Contribution

model, and 97% of those on the

Accreditation model, had been mapped to

a ‘pay point’ – meaning they were on a

specific salary based on their area of

expertise and that people assessed to make

equal contribution receive equal pay.

Gender diversity at senior levels

As at the report publication date our Board

remains 50% female, our Leadership Squad

is now 37% female (three out of eight Squad

members) and from 1 September 2019 this

will rise to 50%. And with the succession of

Jolie Hodson to the position of CEO, Spark

has become the first large NZX-listed

business to have both a female Chair and

female CEO.

Our Diversity and Inclusion Policy sets out

our framework in this area, see https://www.

sparknz.co.nz/about/governance.

More information on the make up of our

workforce may be found on page 98 of

this report.

Spark benefits

Spark employees receive a range of

benefits, and the benefits are the same for

everyone in the Company, regardless of

their position in the business. Benefits are

available to all permanent employees –

whether part time or full time – but most are

not available to temporary employees (fixed

term or casual).

They include life, trauma, income protection

and medical insurance cover; an employee

share scheme; a monthly Spark account

credit, Spark store discounts; a flexible

working policy; and paid parental leave.

Spark provides a parental leave policy for

permanent full time and part time

employees, regardless of gender, sexuality,

age or whether you are giving birth or

adopting a child. If someone has been

employed by Spark for a minimum of 12

months then Spark tops up the

Government’s parental leave payments, so

employees receive 80% of their salary for up

to 22 weeks.

Health and safety

Spark’s health and safety (H&S) strategy is

built around four pillars – a strong H&S

management framework; a proactive

‘owners’ approach to the management of

critical hazards and associated risks; a

culture of empowerment at every level of

the organisation to identify and flag H&S

risks – and in particular deep engagement

by the Leadership Squad and Board; and a

commitment by the business to ensuring

the resources and capability are in place to

deliver the H&S strategy.

Highlights of the year include independent

H&S consultants, Impac, appraising Spark’s

internally developed Gold Standard, with a

very positive review as confirmed by Spark’s

finalist position in the 2019 Safeguard

Industry awards governance section; the

Spark H&S team undertaking more than 90

risk assessments across the 46 Spark

exchange buildings and mobile/radio sites;

achieving Accident Compensation

Corporation’s tertiary level Accredited

Employer Programme; and developing and

introducing an online Health and Safety

induction programme and injury

management, available to all employees.

Spark’s total recordable injury frequency

rate (TRIFR) for FY19 among Spark

employees and contractors was 3.46%

(versus 3.17% in FY18). There were no

work-related incidents during the year

involving serious injury or death.

In FY20 we will focus on systems around

Spark’s critical H&S risks, such as asbestos,

confined spaces, fatigue, driving at work

and working at height. We will implement

our ‘SparkSafe’ capital programme for

exchange buildings, mobile sites and retail

stores and develop and implement H&S

roadmaps for units operating to Agile

methodologies.


Spark’s Blue Heart

programme supports a

‘heart-led’ approach to

diversity and inclusion.

Spark New Zealand Annual Report 2019Bringing the future faster
22

Our environmental impact

Our environmental impact

Our environmental

impact

Spark is committed to protecting and

restoring the environment through our

business operations and our value chain.

As a founding member of the Climate

Leaders Coalition we are committed to

business leadership and collective

action when it comes to addressing

climate change.

Addressing and responding to

climate change

In 2016 Spark set an ambitious target to

reduce our greenhouse gas emissions

(measured in tonnes of CO

2

e) by 25% from

FY16 levels by 2025.

As a technology business our main source

of greenhouse gas emissions is our use of

electricity to power our networks and to

host our customers’ networks in our data

centres. Reducing this in the face of steep

increases in customer demand for our

services every year (requiring more

investment in expanding our mobile

network in particular to meet demand) is a

long-term challenge, and over the past two

years we have seen our total greenhouse

gas emissions (and our electricity

consumption) increase slightly rather than

drop on 2016 levels. Our emissions are also

influenced by the percentage of renewable

energy used by New Zealand’s national grid,

which in turn is influenced by the weather

patterns of a particular year – something

that is out of our control.

Energy efficiency

We are very conscious of the challenges in

meeting our target but have several major

technology and infrastructure projects

under way, which are already substantially

improving our efficiency when it comes to

power use. We are confident that in the

medium to long term these projects will

help us to bring down our GHG emissions

and to meet our 2025 CO

2

e target.

These projects include:

• A five-year project, completed in

February 2019, to create a single radio

access network (SRAN) – essentially

taking mobile equipment from two

different providers and consolidating it

into one. This has brought a range of

energy efficiency benefits. For example,

it has allowed us to right-size our air

conditioning, DC (direct current)

rectifiers and battery lifecycle

replacements to match the energy

demands of a particular site, and by

deploying more temperature-tolerant

batteries we’ve reduced the energy

required for temperature control of our

equipment; and

• The closure of the legacy public

switched telephone network (PSTN) will

bring substantial efficiency gains, as well

as improve our service for customers.

The project is about a quarter of the way

complete, and Spark is accelerating our

energy reductions forecast in the

programme’s future. As of June 2019

PSTN equipment had been retired at

170 facilities delivering almost 11 GWh

per annum in technology and

infrastructure energy reductions.

Across our networks more generally we

continually look to operate as efficiently as

possible, and we benchmark well against

our international peers. In late 2018 Spark

engaged global technology leader and

consultancy, Bell Labs, to review all our

available facility and technology

performance measures. The review was

completed in February 2019 and found our

data centre and network building power

usage effectiveness (PUE) to be “very good”

and our traffic-vs-power growth ratio vs

industry standards to be “outstanding” when

measured against our international peers.

0

FY19FY18FY17FY16

OTHER

TRAVEL

REFRIGERANT

FLEET

DIESEL

ELECTRICITY

GREENHOUSE GAS EMISSIONS BY SOURCE

Tonnes-CO

2

e

10,000

20,000

30,000

0

50

100

150

200

FY19FY18FY17FY16

OFFICE

DATA CENTRES

NETWORK

ELECTRICITY CONSUMPTION

Gigawatt Hours (GWh)

GREENHOUSE GAS EMISSIONS BY SCOPE

Kilotonnes-CO

2

-

equivalents

FY16

BASEFY17FY18FY19

FY16/FY19

INCREASE/

(DECREASE)

Scope 1 & 2 (direct and

electricity emissions) 19 16 18 19 0%

Scope 3 (value chain

emissions) 8 8 10 9 12%

Total emissions 27 24 28 28 5%

23
Spark New Zealand Annual Report 2019Bringing the future faster

Other sources of emissions

In FY19 we did see a slight drop when

compared with FY18 in emissions from our

vehicle fleet, company travel, diesel

consumption and other sources, such as

waste. Refrigerant emissions were

unchanged.

We are very conscious of the need to

continue improving in these areas. In March

2019 we added 30 Mini Countrymen Plug-in

Hybrid Electric Vehicles (PHEV) to our fleet

and by December 2019 we will have a total

of 79 of these vehicles – making up a third

of Spark’s core corporate vehicle fleet.

PHEVs are currently the most practical

solution for Spark because many of our

sales and service staff using the vehicles are

required to travel large distances in areas

where charging infrastructure is not yet fully

available. The expected number of PHEVs in

our fleet is less than our original target of

150 EVs or PHEVs by October 2019 – which

would have seen our group fleet (including

all our fully-owned subsidiaries) reach 30%

EV or PHEV. We have found meeting this

target very challenging however we remain

committed to increasing the number of EVs

and higher-range PHEVs in our overall fleet

over time and to reporting transparently

on this.

Adapting to climate change impact

Climate change risk is managed within our

existing risk management processes. As

managing the risk of network outages and

availability of services for customers is core

to Spark’s business, the risk plan

incorporates impacts of weather-related

events, such as flooding, drought and

wildfires – which we expect to be the

biggest risk to our business from climate

change. We plan for the physical impact of

climate risk at the facility level as part of the

budgeting and planning process.

Climate-related regulatory risks are

evaluated in our annual business planning

process and more frequently on an ad hoc

basis as policy developments occur. The

Climate Change Response (Zero Carbon)

Bill is expected to be enacted later this year

and we are monitoring the implications for

our business.

Managing our waste

Our approach to managing waste is guided

by the four ‘Rs’ – recover, reuse, resell and

recycle. Where possible we apply this

approach to all parts of our value chain,

whether it is network equipment,

operational waste or packaging waste.

However, we recognise we have work to do

to improve in these areas.

In the coming year we have plans to focus

on managing our operational waste and

reducing marketing and product packaging

– both that are created by us (for example,

store bags or the packaging used when

sending products to customers) and that are

created by our suppliers.

E-waste and network recycling

Spark has a comprehensive programme for

managing end-of-life network equipment

and technology. This is separated into

different waste streams – such as mobile

phones, printed circuit boards, copper

cables, lead batteries and all types of

metals. The different items are sorted,

processed by our recycling partners and

then some components are sent overseas

for recycling, reselling or reusing.

In FY19 Spark recovered a total of 367.1

tonnes of e-waste, made up of 38.2 tonnes

of network e-waste and 328.9 tonnes of

network metals, cables and batteries.

Including the sale of surplus used

equipment, Spark generated approximately

$1.4 million from recycling/reuse initiatives,

up from $940,000 in FY18.

Mobile phone recycling

Spark is a member of the Telecommunication

Forum’s (TCF) RE:MOBILE product

stewardship scheme, which aims to recycle

or reuse as many of New Zealand’s discarded

mobile phones (and other pieces of

consumer technology, such as modems,

home phones and tablets) as possible. To

support this scheme, we have put recycling

bins in our stores and offices around

New Zealand and have publicised the option

of recycling to our customers and staff.

The scheme takes the discarded phones

and either refurbishes and on-sells them in

overseas markets or recycles them – with

any profits donated to charity Sustainable

Coastlines.

In FY19, 17,500 mobile phones or other

devices were reused or recycled through

this scheme. This has dropped from 25,400

in FY18 and 33,300 in FY17.

This is partly influenced by an increase in

the lifecycle of a device from an average of

2-3 years to 3-4 years, as things like battery

life improve. However, we recognise the

number of devices recycled through the

scheme could and should be higher. Spark

has been working with our industry

counterparts and the TCF to look at how we

can give the scheme a boost in terms of

public awareness and in overcoming the

barriers consumers feel in recycling their

devices. A project to do this at scale, led by

the TCF, is under way and will begin in the

early part of FY20. Spark has committed to

supporting and helping to resource this

project. We hope it will drive an uplift in the

number of devices recycled in FY20.


As part of our move towards a more

sustainable future at Spark, we introduced

the Mini Countryman Plug-in hybrid electric

vehicle to our fleet.

Spark New Zealand Annual Report 2019Bringing the future faster
24

Our community involvement

Our community involvement

Our community

involvement

Our work in the community plays a big

role in helping us achieve our purpose of

helping all of New Zealand win big in a

digital world. Charitable trust Spark

Foundation, supported by the wider

Spark group, takes the lead in shaping

and delivering our work in the

community, ensuring it aligns with our

Company values and all Spark people

can be a part of it.

Refreshing our community

strategy

Following the work across Spark to redefine

the Company purpose Spark Foundation

undertook a review of its own purpose

and strategy.

This refresh has seen a new vision for the

Foundation – that no New Zealander is left

behind in a digital world and a new mission

– to accelerate equitable access and

opportunities. The new strategy links

directly with Spark’s purpose..

The Foundation’s work contributes directly

to the “Fairness and Inclusion” focus in

Spark’s sustainability strategy.

Jump

In collaboration with the Foundation, Spark’s

major digital inclusion programme – Jump

– offers heavily subsidised broadband plans

to families with school-aged children who

cannot afford commercial broadband.

There are an estimated 35,000 homes with

school-aged children who don’t have access

to the internet due to affordability issues.

With classroom learning increasingly going

digital this is putting these children at a big

disadvantage and we are determined to

play a part in building equitable digital

access. Jump works through community

partners to find families who need the

product, as these partners know their

communities well and are well placed to

determine which families are most in need.

The programme has been running since

November 2016 and has seen promising

momentum in FY19, with the number of

connections increasing to 3,000.

Electric Garden


Helping children learn digital technologies by

applying IoT and coding technologies to their

school garden.

We are now looking at how we can make

it a sustainable part of the solution to

addressing the digital divide in

New Zealand – which will likely involve a

public-private partnership. One major

learning since launch is that while cost is

one barrier to connectivity and digital

inclusion, it is not the only barrier. Building

capability is also important. Solving the

problem will be more complex than simply

reducing costs and we are committed to

being part of this solution.

Catalytic philanthropy

In allocating funding Spark Foundation

takes a strategic partnership approach,

focussing on doing a few things well and

partnering with organisations whose work is

aligned to its mission. These relationships

are partnerships rather than being

transactional and they usually extend over

three to five years. Importantly, the Spark

Foundation looks for projects that are

catalytic effecting meaningful social impact

and systems change. As a corporate

foundation it is able to take on more risk

than other (particularly publicly funded)

organisations and so looks for early and

mid-stage programmes. Its funding gives

the programmes an opportunity to collect

evidence or carry out research to support its

model – and therefore to potentially secure

more long-term funding sources.

Jump


Our major digital inclusion

programme, Jump,

provides heavily-subsidised

broadband to 3,000 families.

The programmes Spark Foundation

currently funds are:

Code Club: A nationwide network of

volunteer-led coding clubs for Kiwi kids

aged 9–13 years old. It’s a fun way for

children to learn computer programming

and software design. The Code Club wants

to grow the number of code clubs around

New Zealand and give every Kiwi kid the

opportunity to learn to code, no matter who

they are or where they live.

The Electric Garden: A solution for teachers

of school years 5–8 to deliver digital

technologies education to children. The

Electric Garden supports digital learning

through gardening and develops gardening

knowledge through coding.

21C Skills Lab: Has launched the $20 Boss

programme across 30 schools in 2019 with

a goal of equipping kids with the

25
Spark New Zealand Annual Report 2019Bringing the future faster

knowledge and skills to succeed in a rapidly

changing world of work. The Like A Boss

programme is an exciting opportunity for

secondary school students to build their

own people or planet-focused business and

develop 21st century skills along the way.

Each student is given $20 of start-up capital

and the tools to create, launch and operate

their own venture, allowing them to make a

difference in and outside of the classroom.

The Digital Natives Academy (DNA):

Rotorua-based not-for-profit that inspires

young people and their families to create,

transform, shape and develop their own

digital tools. DNA is a living digital hub

where tamariki can learn code, rangatahi

can join eSports leagues, whānau can

integrate virtual tikanga and kids of all ages

can access the latest tech in a safe

environment. DNA has just announced a

partnership with Riot games (creators of

League of Legends) to pilot a responsible

gaming behaviour programme in the

Bay of Plenty.

Voluntari.ly: Is a platform currently in

development that will connect corporate

volunteers with classrooms to help teach

technology. From 2020 all schools in New

Zealand are expected to teach the Digital

Technologies curriculum but this does not

mean that teachers are equipped to do so.

Voluntari.ly seeks to help solve this problem.

Voluntari.ly is a product of the OMGTech

group and is currently in alpha mode ready

for full launch in January 2020.

Givealittle


New Zealanders gave generously to thousands

of causes – such as donating $18,000 to fund vital

medical treatment for young Ethan.

Total employees eligible

for volunteering:

4,565

Total employee

participation:

806

Percentage of employee

participation:

18 %

Volunteering results for the year

Spark Give results for the year

Employee

donations:

$ 481K

Spark Foundation’s

matching:

$ 221K

Number of employees

participating:

735

Volunteering and Payroll Giving

Our approach to staff volunteering

In line with its new strategy Spark Foundation is encouraging

Spark staff towards skill and mission-based volunteering. Skill

based volunteering means individuals leverage their

specialised skills and talents to assist not-for-profits. Mission-

based volunteering means volunteering with an organisation

whose work aligns with the purpose of Spark to help all of New

Zealand win big in a digital world.

To help our people find an appropriate skill or mission-based

volunteering opportunity the Foundation has partnered with

two platforms – Helptank and Voluntari.ly. We hope that this

new approach will help drive both greater uptake of the Spark

volunteer day but also greater impact from the volunteering

our people do.

Spark Give

Our payroll giving programme, Spark Give, enables our

people to donate to schools and charities via their pay, with

benefits for doing so. Spark Foundation matches the amount

employees donate dollar-for-dollar up to $500 per employee

per annual year. Since this programme was established in July

2011 over $6 million has been donated to New Zealand

schools and charities.

Givealittle

In FY19 Givealittle had another strong year

of helping to grow generosity in

New Zealand. The huge outpouring of grief

and support for New Zealand’s Muslim

communities following the terrorist attacks

in Christchurch resulted in more than

$10 million being donated to victims of

the attack through the Givealittle platform.

Thousands of messages written on the

page provided comfort and support to

the community affected.

When Spark Foundation acquired

Givealittle in November 2012, its vision was

to grow a generosity platform that would

provide a tangible positive societal impact

for New Zealanders. Nearly seven years

later, having grown annual donations from

$650,000 to more than $20 million, the

Foundation has achieved that goal. The

time is right to look for a new owner who

can continue to support Givealittle and

develop new services to take the platform

to the next level. Spark Foundation is open

to a range of potential ownership models.

Any proceeds from a sale will be retained

by Spark Foundation for future investment

in charitable projects.

Spark New Zealand Annual Report 2019Bringing the future faster
26

Our Board

Our Board

1. Justine Smyth

Chair

Justine joined the Board of Spark New

Zealand in December 2011 and became

Chair in 2017. She has extensive experience

in governance, mergers and acquisitions,

taxation and financial performance of large

corporate enterprises, as well as actively

investing in small and medium enterprises

(SMEs), underpins her contribution as a

director. Her background is in finance and

business management, having been a

Partner with Deloitte and Group Finance

Director at Lion Nathan. She is currently a

director of Auckland International Airport

Limited and Chair of The Breast Cancer

Foundation New Zealand. Former

governance roles include being a Board

member of the Financial Markets Authority

and Deputy Chair of New Zealand Post

Limited. Justine has a Bachelor of

Commerce from the University of Auckland

and is a Fellow of the New Zealand Institute

of Chartered Accountants and a Chartered

Fellow of the Institute of Directors.

2. Alison Barrass

Non-executive Director

Alison joined the Board in September 2016.

She brings a broad range of skills, including

knowledge and expertise in the fast-moving

consumer goods (FMCG) sector and in

governance, leadership and marketing-led

innovation. Her background includes 30

years’ experience at major international

FMCG companies, including PepsiCo,

Kimberley-Clark, Goodman Fielder and

Griffins Foods. She is currently a director with

GWA Group, Heilala Vanilla, Lewis Road

Creamery, Rockit Global and is Chair of Tom

& Luke Holdings Limited. Alison was

previously Chair of Methven Limited, Chair of

the Breast Cancer Research Trust and a

director of The Parenting Place. Alison has a

Bachelor of Science from the University of

Southampton and a Business Diploma in

Marketing from the University of Auckland.

Our Board

1.2.

3.4.

5.6.

27
Spark New Zealand Annual Report 2019Bringing the future faster

3. Paul Berriman

Non-executive Director

Paul joined the Board in December 2011,

bringing over 35 years of international

experience in telecommunications, media and

convergence. Since 2002 he has been Group

Chief Technology Officer of the HKT Trust,

where he’s responsible for leading the group’s

product and technology roadmap and strategic

development. Prior to this he was Managing

Director of management consultancy Arthur D.

Little in Hong Kong and he has held roles in

Reuters and several major Hong Kong service

providers. In 2009 Paul was recognised by the

IPTV World Forum with its Special Merit Award

for Outstanding Industry Contribution and in

2008 he was listed as one of the Global

Telecoms Business Magazine’s top 100 “most

influential persons in telecoms”. He is a

Chartered Engineer who holds a Bachelor of

Science in electro-acoustics from the University

of Salford (United Kingdom) and a Masters in

Business Administration from the University of

Hong Kong. Paul is a Director of Rain Networks

in South Africa, Lynx Analytics in Singapore and

the global Next Generation Mobile Networks

Alliance of mobile network operators.

4. Pip Greenwood

Non-executive Director

Pip joined the Spark Board in April 2018

bringing significant experience in capital

markets, mergers and acquisitions,

telecommunications and governance. She was

formerly interim CEO of Russell McVeagh and a

senior partner at the firm, with over ten years’

experience on the firm’s Board, including time

as its Chair. Over the years Pip has advised on

many high-profile New Zealand corporate

transactions that have changed the face of

industries. She was a member of the New

Zealand Takeovers Panel from 2007 to 2011

and is a current director of Fisher & Paykel

Healthcare, Westpac New Zealand, The a2 Milk

Company and a trustee of the Auckland Writers

Festival. Pip has a Bachelor of Laws from the

University of Canterbury.

5. Ido Leffler

Non-executive Director

Ido joined the Board in June 2014. He

brings experience in developing digital

brands and extensive networks in the

start-up communities of Silicon Valley and

Australasia. Ido is the co-founder and Chief

Executive Officer at Yoobi, a United States

based school supplies company that

engages kids through bright colours, cool

designs and, most importantly, cause. He is

also Co-founder of Yes To Inc – a leading

global natural beauty brand; Co-founder

and Co-Chair of Brandless – a disruptive

consumer packaged goods company; and

the Co-Founder of Beach House Group – a

global consumer products solutions house.

He has a Bachelor of Business from the

University of Technology in Sydney.

6. Charles Sitch

Non-executive Director

Charles joined the Board in December

2011. He has more than 20 years’

experience in driving business strategy,

having worked for McKinsey & Company

from 1987, where he became senior

director in 2010, primarily working with

CEOs and Boards on strategy and

operations turnarounds, before retiring in

2010. Since 2006 he has been involved in

various new business ventures. Charles is

Chairman of the Board of Trinity College at

the University of Melbourne. He holds a

Masters in Business Administration from

Columbia Business School and a Bachelor

of Laws and a Bachelor of Commerce from

Melbourne University. He is also a Graduate

of the Australian Institute of Company

Directors.

Spark New Zealand Annual Report 2019Bringing the future faster
Bringing the future faster

28

Our Board

Strategic role of the Board

Spark’s Board plays a critical role in helping

to guide and test company strategy by

engaging in an ongoing conversation with

the Leadership Squad around key strategic

decisions. These decisions are in relation to

the long-term strategic planning and

direction of the business, for example,

Spark’s plans for, and approach to 5G. There

may be more specific initiatives that require

reference to the Board – for example, the

decision to move into the sports streaming

market or endorsing the proposal to

transition to Agile ways of working.

As the body elected by shareholders to

protect and enhance the value of Spark’s

assets, the Board also has oversight of

Spark’s financials and the annual and

three-year planning processes. Board

members engage in robust discussions with

management around the strategic direction

of the business to test and ensure

investment is going towards the things that

will deliver the best outcomes for the

Company and shareholders. This flows

through to Spark’s remuneration policies

where there is Board involvement in setting

targets and hurdles for short-term and

long-term incentives.

The Board also has oversight of Spark’s

non-financial performance – looking at

customer experience, environmental, social

and governance measures. In FY19 the

Board endorsed Spark’s new and refreshed

Sustainability Strategy.

Part of the Board’s non-financial

performance oversight has involved a

strong focus on improving diversity and

inclusion across Spark – and in particular

improving a balanced gender

representation at senior levels. This has

been led by Justine Smyth in her previous

role as Chair of the Human Resources and

Compensation Committee (HRCC) and

more recently in her current role as Board

Chair. Ms Smyth and her fellow Board

members have ensured diversity and

gender equality are true priorities at Spark,

have challenged the business to set stretch

targets in this regard and have helped lay

the foundations for the culture of diversity

and inclusion that is now flourishing across

the business.

Board changes

During the year we had two changes in the

Spark Board.

In May 2019 Alison Gerry resigned as a

director and stepped down from the Spark

Board with immediate effect. Charles Sitch,

who has been a director on the Spark Board

since 2011, was announced as the Chair of

the Audit and Risk Management Committee

(ARMC) following Ms Gerry’s departure.

When Simon Moutter resigned as Spark’s

Managing Director effective from 30 June

2019, he also stepped down from the

Spark Board.

Board succession

Spark’s Board has an appropriate mix of

tenure, skills, diversity and experience. This

allows the Board to be ambitious, deliver on

those ambitions and enable Spark to tackle

the challenges and opportunities of the

digital era.

The Board skills matrix on the following

page outlines the qualifications, capabilities,

geographical location, tenure and gender

of each member of the Board.

There is an ongoing Board succession

programme, which is focused on finding

new directors with relevant skills and

experience that complement the diverse

perspectives already represented around

the table.

Future Director

Spark also supports the Future Directors

programme and its first Future Director of

18-months, Nagaja Sanatkumar, was

appointed to the Board of NZ Post in March

this year. The Spark Board supports the

Future Director programme and will

consider a further appointment.

29
Spark New Zealand Annual Report 2019Bringing the future faster

Board skills matrix

Justine

Smyth

Alison

Barrass

Paul

Berriman

Ido

Leffler

Charles

Sitch

Pip

Greenwood

Qualifications

BCOM, FCA,

CFINSD

BSC, DIP BUS,

MARKETING

MBA, BSC,

CENG

BBSMBA, LLB,

BCOM

LLB

CapabilityDefinitions of categories

of capability

Strategic

knowledge for

scale telco/

technology

businesses

Experience as a senior executive in, or as a

strategy professional advisor to, large telco/

technology businesses.

Financial/

commercial

A strong accounting and finance background,

most likely being a chartered accountant,

having held the position of CFO in a significant

publicly listed company or leadership position

in a professional services/advisory firm.

Risk management

/legal/regulatory

Experience in identifying and mitigating both

financial and non-financial risks / extensive legal

experience/experience with influencing public

and regulatory policy decisions and outcomes.

Customer insight/

retail/brand

Experience as a senior executive responsible for

driving customer experience, including by

effectively using insights, optimising customer

journeys and building brand experience for

customers.

People leadership

and culture

Experience as a CEO of a significant publicly

listed company or large private stand-alone

company. Leadership skills, including the ability

to set appropriate organisation culture.

Listed company

governance

Listed company Board experience other than

Spark, experience with sophisticated

governance structures.

Capital markets/

capital structure

Strong knowledge of debt and equity capital

markets, and experience with mergers and

acquisitions/experience dealing with a range of

funding sources and capital structuring models.

Digital/media/

new markets

Experience as a senior executive in, or as a

professional advisor to, digital and/or media

business or businesses in emerging new markets.

Experience in the use of digital channels and the

latest innovative and digital technologies.

Geographical

location

NZNZHong Kong

Australia

AustraliaNZ

Tenure (years)

7.72.97.757.71.3

Gender

FFMMMF

KEY: HIGH CAPABILITY

MODERATE CAPABILITY

The Board has specifically limited High Capability and Moderate Capability to both having a maximum of two areas for each director, to

identify the predominant skills of each director.

Spark New Zealand Annual Report 2019Bringing the future faster
30

Our Leadership Squad

Our Leadership Squad

1. Jolie Hodson Chief Executive

As Chief Executive Jolie is responsible for

ensuring the Company has a sound strategy

and applies her leadership to delivering on

that strategy, while building a leadership

team around her and a business that is able

to adapt to the fast-changing world of

digital services. Jolie became CEO on 1 July

2019. Prior to that she was Spark’s Customer

Director. Jolie joined Spark in 2013 as CFO

before becoming CEO Spark Digital in

October 2016 – and in both roles played a

pivotal part in transforming Spark from a

legacy telco to a growing digital service

company. Prior to this she worked for 20

years in a range of senior finance roles for

the Lion Group and Deloitte. She has a

Bachelor of Commerce from the University

of Auckland.

2. Melissa Anastasiou General Counsel

Melissa was appointed to the Spark

Leadership Squad on 1 July 2018. As

General Counsel Melissa leads Spark’s legal

and compliance functions, providing Spark

with strategic legal and commercial

guidance, ensuring the business acts

lawfully and with the utmost integrity. She

has also played a pivotal role in leading out

Spark’s diversity and inclusion programme.

Melissa joined Spark in 2009 and undertook

a range of legal roles across the

organisation before being appointed as

Group General Counsel in 2012. Prior to

joining Spark Melissa spent a number of

years as a Senior Legal Counsel for UK

mobile provider Telefonica O2. She also has

extensive experience working for leading

corporate law firms in Auckland and the UK.

Melissa has a Bachelor of Laws from Victoria

University of Wellington.

1.2.

3.4.

5.6.

7.8.

31
Spark New Zealand Annual Report 2019Bringing the future faster

3. Matt Bain Marketing Director

Matt was appointed as Spark Marketing

Director in November 2018, bringing his

outstanding digital marketing and customer

experience skills to place the customer right

at the centre of Spark’s thinking and actions.

Matt was previously based in Amsterdam as

European Managing Director for agency

AKQA – one of the world’s leading

innovation and brand experience agencies,

with responsibility for 500+ employees

across five countries. Over an 18-year career

Matt has built an impeccable international

reputation with some of the world’s greatest

brands – Nike, Heineken, Mini, Rolls Royce,

Siemens, EA Sports, Audi, Phillips, Tommy

Hilfiger and KLM amongst others. He holds

both a Bachelors and a Masters of

Commerce from the University of Auckland.

4. Mark Beder Technology Director

As Technology Director Mark steers the big

technology choices and deployments that

positions Spark to offer customers

New Zealand’s best data connectivity

experience. This means optimising the huge

investments in data networks, mobile, and IT

infrastructure to set Spark up for success

and growth and enable New Zealand’s

digital future. Mark became COO in 2016

after joining the business in 2003. Since

2003 he has held several senior roles,

including General Manager Value

Management with responsibility for Group

Procurement, IT and network investment,

management of the Chorus relationship and

mobile capacity. He has successfully driven

major initiatives and innovation, including

Spark’s Mobile network evolution and the

ongoing replacements of the PSTN with a

new Converged Communications Network

(CCN). Before joining Spark Mark worked as

a Senior Manager for Ernst and Young

Consulting in Auckland. He has a Bachelor

of Commerce from the University of

Auckland.

5. David Chalmers Finance Director

As Finance Director David draws on his

extensive experience in finance, media and

digital business to drive clear insights

around what customers value, what makes

the business more competitive and what

delivers value for Spark in rapidly changing

digital markets. His role includes

accountability for framing the key strategic

choices for Spark. He joined the Spark

Leadership Squad as CFO in October 2016.

Prior to Spark David was CFO for

Mediaworks, including a period of time as

interim CEO. He has held a number of

senior financial and general management

roles with iSelect Limited, Dulux Group

Limited and Macquarie Capital. David has

an MBA from INSEAD Business School and a

Bachelor of Commerce (Hons) from the

University of Melbourne.

6. Grant McBeath Customer Director

As Customer Director Grant is focused on

developing clear insight into what

customers value. He joined the business in

2013 as General Manager of Sales for the

Spark consumer and SMB business. He had

a period of six months as acting CEO for

Spark Home, Mobile and Business prior to

becoming Channel Leader, Consumer and

SMB when Spark transitioned to Agile ways

of working. Prior to working for Spark Grant

held a number of global executive roles at

Nokia throughout Asia and other Global

roles with Chevron Texaco, Coca-Cola and

Cadbury in New Zealand. Grant completed

a BCom at Auckland University, with double

majors in Marketing and Finance, and also

completed his MBA from the Helsinki

School of Economics.

7. Joe McCollum Human Resources (HR)

Director (until 31 August 2019)

As HR Director Joe understands the critical

importance of an organisational culture of

success and has been very involved in the

cultural shift at Spark. He joined Spark in

November 2012 bringing over 30 years’

global experience in leading

transformational HR initiatives at companies

undergoing significant change and

operating in rapidly changing markets. He

has a diverse background that includes

executive leadership positions in the

hospitality, music, software and media

industries in New Zealand, the UK and

elsewhere. This includes as HR Director for

Lion Nathan and senior roles at EMI and

news media group DMGT, global chemical

company ICI and global software provider

Misys. Joe also worked in Saudi Arabia for

five years in the 1970s as the HR Director for

a 4,500-staff hospital company before

joining Pepsi initially in Cyprus and then in

the headquarters in New York. He has an

MSc in Business Studies from Columbia

University.

8. Tessa Tierney Product Director

As Product Director Tessa is responsible for

designing and delivering products and

service experiences that customers value.

She joined Spark in November 2015 and

worked in marketing and sales leadership

roles before joining the team responsible

for successfully transitioning Spark into an

Agile organisation in 2017. She is highly

regarded as a leading Agile and product

development practitioner. Tessa brings to

the role more than 16 years of experience in

information and communication

technologies, having previously held a

variety of roles at Vodafone New Zealand.

She has a Diploma in Communications

Studies from Manukau Institute of

Technology.

Heather Polglase

HR Director (from 1 September 2019)

Heather joined Spark in 2013 and has over

20 years international experience as an HR

professional, with a proven track record for

business transformation, talent

management, leadership development and

succession planning across a range of

industries including FMCG, retail,

hospitality, technology and

telecommunications. At Spark Heather has

held various senior HR positions and

delivered a number of critical initiatives,

including being a key architect of Spark’s

Leadership and Development programme

to build high performing teams and leaders.

Most recently she has been the Lead HR

Partner across the Customer and Marketing

areas of Spark. Prior to joining Spark

Heather was a senior HR leader for almost a

decade within Progressive Enterprises then

spent two years in Australia leading HR,

Strategy & Change Management at Dan

Murphy’s. She has a Bachelor of Business

Studies Degree (Hospitality Management)

from Auckland University of Technology.

Spark New Zealand Annual Report 2019Bringing the future faster
32

Our governance and risk management

Our governance and risk management

Our governance and

risk management

To achieve Spark’s purpose we must

successfully execute our business

strategy and plan, while maintaining high

standards of operational performance

and corporate governance.

Maintaining high standards of

corporate governance

The Board regularly reviews and assesses

Spark’s governance structures and

processes to ensure that they are consistent

with international best practice, in both form

and substance.

Spark has complied with the

recommendations of the NZX Corporate

Governance Code and substantially

complied with the principles and

recommendations of the ASX Corporate

Governance Councils Principles and

Recommendations (4th Edition) for the FY19

reporting period. You can read about how

we have complied with these

recommendations and principles in Spark’s

Annual Corporate Governance Statement

2019 at https://www.sparknz.co.nz/about/

governance.

Copies of, and details about, Spark’s

corporate governance policies, practices

and processes can be found on our website

at: https://www.sparknz.co.nz/about/

governance.

Non-financial performance and

reporting

In addition to our focus on strong corporate

governance Spark seeks to present a clear

and transparent assessment of our

environmental and social performance over

the year. In FY19 we strengthened this by

reporting in accordance with GRI standards

for the first time. As in previous years we

have included a clear description of

strategic and operational objectives, and

our progress in achieving these objectives,

in the front half of this report.

Managing risk

The Managing Risk Policy balances the

pursuit of value creating opportunities, with

awareness of the challenges to achieving

these. It comprises an integrated set of

functions and responsibilities spanning the

organisation and it leverages other

governance elements, such as the

empowerment and performance

management frameworks.

Spark’s Managing Risk Framework (MRF) is

benchmarked to COSO ERM 2017, a

leading practice external standard for risk

management. COSO’s ERM framework is

structured into five risk management

process domains. Each one is supported by

explanatory principles. Each domain plays

an important role in the management of

Spark’s business risks. The MRF is assessed

each year as part of year-end procedures

(typically July) and externally every three

years to ensure it is consistent with leading

practice. The results and improvement

actions from these reviews are agreed with

the Audit and Risk Management Committee

of the Board.

• Governance and Culture – reinforcing

the importance of risk management and

influencing how people apply the MRF;

• Strategy and Objective Setting –

integrating risk management into

strategy setting and business planning

and review;

• Performance – maintaining a portfolio

view of risks under active management

during the pursuit of business

objectives;

• Review and Revision – identifying and

implementing opportunities to

continuously improve ERM’s capability to

improve business performance; and

• Information, Reporting and

Communication – obtaining and sharing

the necessary internal and external

information across Spark.

Advancements achieved in FY19

During FY19 we have focused on strategy

and objective setting and performance.

Achievements include integrating our

principal risk process, which captures and

analyses Spark’s business risks, with the

Quarterly Business Review (QBR) process.

We reworked our process so the principal

risk profile is considered alongside other

business performance information (e.g.

actual results, forecasts) by the Leadership

Squad when setting the objectives for the

next business performance period (typically

quarters). The principal risk process

considers whether Spark has material

exposure to environmental and social risks

and how it intends to manage them. Spark’s

new objective of Lead on Sustainability

communicates the key activities of Spark’s

newly launched Sustainability Strategy.

Focus areas for FY20

For FY20 we are going to continue

focusing on the strategy and objective

setting and performance domains. Planned

initiatives include:

• Using risk appetite statements to

improve guidance for decision-makers;

• Improving the layout of the principal risk

profile so it is more visually appealing;

and

• Improving the consistency of risk

management practices in the quarterly

business review process.

Business continuity and crisis

management

The Business Continuity and Crisis

Management Policy protects customers

from the impact of disruptive events,

ensures value-generating activities are

resilient and complies with relevant external

standards, for example, Civil Defence and

111 obligations.

Spark’s framework is benchmarked to

ISO 22301 and ISO 22313, which are

acknowledged as leading practice

standards for business continuity. The core

elements of the framework are crisis

management, incident and problem

management, business continuity plans,

network and technology disaster recovery

plans, work area recovery sites and

readiness and assurance activities.

Advancements of the framework in FY19

Notable achievements in FY19 include:

• Replacing the platform used for incident

and problem management so that we

have one system and process for

managing customer and internal

incidents. Previously there were several

non-integrated systems that required

manual transfer of information to

operate; and

• Testing the Crisis Management Plan to

ensure it works following the changes

resulting from the Agile operating

model. We did this by assembling the

Level 1 Crisis Team and running a

realistic scenario of events. Improvement

feedback was captured by all

participants and members of the Spark

Board who attended as observers.

Focus areas for FY20

For FY20 we will enhance our crisis

management plans to be better prepared

for brand reputation damaging events and

assuring the ongoing effectiveness of

readiness activities. Examples include,

improved communication procedures and

testing to confirm we have appropriate

recovery and business continuity plans for

critical business systems and functions.

33
Spark New Zealand Annual Report 2019Bringing the future faster

SUPPLIER

CODE OFCONDUCT

Delivering safety, sustainability,

diversity and fairness in sourcing for

Spark and its customers

Our

suppliers

We spend more than $2 billion a year with

more than 2,000 direct suppliers (a mixture

of local and global businesses) to meet our

customers’ needs. Our supply chain is

complex, as our direct suppliers often have

suppliers of their own. We work hard to

ensure integrity in our supply chain, using

our Supplier Code of Conduct and regular

business reviews with key suppliers.

We manage our relationships based on the

strategic importance to Spark and our

customers. This is split across two

management frameworks – Strategic

Partnership Management and Strategic

Supplier Management. Our Strategic

Partnership Management framework is how

we partner with suppliers that directly

impact our customers. The primary goal is to

maintain, grow and seek out partnerships

that enable beneficial growth in new and

existing markets and provide value-added

services to customers. Our Strategic

Supplier Management framework allows us

to focus on key relationships by building

and maintaining world-class services, with

cost leadership and resilience as a

significant focus.

Spark’s Supplier Code of Conduct

About the Code

We are committed to sourcing our products

and services from suppliers that provide

safe working conditions, treat workers with

respect and dignity and conduct business

ethically and in an environmentally and

socially responsible manner. Our Supplier

Code of Conduct sets out the minimum

standards we expect from all of our

suppliers across labour and human rights,

health and safety, environmental

sustainability and ethical business practices,

see https://www.sparknz.co.nz/suppliers.

The Code was implemented in FY18, and

our initial focus was on aligning our internal

procurement practices and developing a

comprehensive system to ensure our

suppliers understood the purpose and

outcomes of having a Code and were

adhering to it and a follow-up actions for

non-conformities.

Embedding the Code in FY19

In FY19 we have focused on developing

and embedding this system, by taking the

following actions:

• We worked with our top 100 suppliers

by contract value to ensure they are

signed up to the Code or they can

demonstrate they have and are adhering

to an existing Supplier Code that is

equivalent to our Code;

• Using the Code as a basis we carried out

four comprehensive audits of large,

offshore-based suppliers. These were

selected from high-risk locations,

according to FTSE4Good criteria. Our

audits looked in detail at the application

of policies and controls and included

one physical site inspection;

• We ensured all our significant new

suppliers signed up to the Code as part

of their onboarding process. In the past

financial year, the only suppliers who did

not sign up to the code were those for

whom it would not be practical because

of the nature of the contract – for

example if the business is subscribing to

a piece of software for a short period of

time, and there is no request for

proposal (RFP) process involved in

selecting it; and

We recognise that our

suppliers play an important

role in helping us deliver

outstanding products and

services to Spark customers.

• Where suppliers were unable to meet

the requirements of the Code we

implemented our process of

remediation plans and timeframes. Our

suppliers take the Code seriously and

we have regular conversations with them

about it as part of our business

performance reviews. To date this

process has worked effectively and there

have been no serious breaches

identified during FY19.

Further developing procurement

practices

In FY20 we will continue to require that all

new suppliers sign up to our Code, and we

will carry out at least four ‘deep dive’ audits,

including site visits where appropriate.

We are also going beyond the Supplier

Code of Conduct to incorporate

environmental, social and ethical

considerations into our supplier selection

processes. This involves including a scored

section in our RFP process where we seek

information from suppliers on their

non-financial performance and credentials.

We expect to have these criteria finalised

and incorporated into our standard RFP

process during FY20.

Spark New Zealand Annual Report 2019Bringing the future faster
34

Leadership and Board remuneration

Leadership and Board remuneration

Spark seeks to remunerate its leaders

with competitive salaries, paying in line

with the market so we can recruit and

retain the best talent. In keeping with our

focus on customer experience we

incorporate customer satisfaction

measures into our performance incentives.

Leadership Squad remuneration

Remuneration mix

The table below shows the FY19

remuneration mix for the Leadership Squad

expressed as a percentage of Fixed

Remuneration. The Short-Term Incentive

(STI) scheme and Managing Director’s

Performance Equity Incentive (PES), a

deferred STI, are expressed at target, which

is 50% of the maximum opportunity, and the

Long-Term Incentive scheme (LTI) values

represent the maximum LTI cash bonus.

Leadership Squad remuneration

Long-Term Incentive40% of base

Short-Term Incentive50% of base

SalaryBase

Managing Director remuneration

Long-Term Incentive71% of base

Performance Equity Incentive44% of base

Short-Term Incentive56% of base

SalaryBase

Fixed remuneration

All Spark employee packages – including

the Leadership Squad - include a fixed

remuneration component that is set based

on contribution, experience and market

relativities. Fixed remuneration supports the

attraction, motivation and retention of highly

skilled executives.

Fixed remuneration generally consists of

base salary. KiwiSaver generally sits outside

of fixed remuneration and as such,

KiwiSavers receive employer contributions

on top of base salary and cash incentives.

A number of Spark-funded benefits –

including medical and life insurances – are

Leadership and

Board remuneration

also available to eligible employees on top

of fixed remuneration.

Short-term incentive schemes

Spark operates a small number of short-

term incentive schemes, from monthly and

quarterly commission and sales incentive

plans, to annual cash-based short-term

incentives. Employees in specific sales

positions may have a component of their

remuneration subject to individual or

divisional sales performance targets, such

that their total remuneration potential is

directly linked to the acquisition and

retention of profitable business for Spark.

For senior leaders, including the Leadership

Squad, a component of their remuneration

package is at risk in the form of an annual

cash-based short-term incentive. Spark’s STI

scheme rewards senior leaders for the

achievement of annual performance

objectives, with payments awarded from a

fixed cash pool that is set based on overall

Spark performance against financial and/or

non-financial annual performance

objectives. Eligibility to participate in the STI

scheme is at the discretion of the Company

and is targeted at individuals in senior roles

who play a significant role in driving the

overall performance of Spark.

The STI scheme rules contain a provision

that allows Spark to clawback any payments

made under the STI scheme, for a period of

12 months following the payment, in the

event of a material financial misstatement or

should it be found that the participant

committed an act of fraud that affected the

eligibility to, and amount of, the payment.

FY19 SHORT-TERM INCENTIVE SCHEME

OUTCOMES

For FY19 substantively all STI participants

shared the same Spark Group targets

comprising EBITDAI, Group Gross Labour

Cost and Customer Experience measures.

The FY19 Group performance outcome, as

approved by the Board, is summarised as

follows:

Performance

metric

Weighting

%

Result

Group EBITDAI40%35%

Group Gross

Labour Cost

25%61%

Customer

Experience

35%35%

Total100%131%

Based on the above result the total available

funding pool for all eligible STI participants

across Spark for FY19 was $7.4 million. Total

payments cannot exceed $7.4 million.

FY20 SHORT-TERM INCENTIVE SCHEME

TARGET

The mechanics of the FY20 STI will be

similar to FY19. Group results will be the

main determinate of the STI pool, with

substantially all participants sharing the

same Group targets. The FY20 Group

targets will be a combination of EBITDAI

and Customer Experience as in FY19 and an

additional measure based on Spark Sport

performance.

Long-term incentive schemes

Spark believes that senior leaders should

have part of their remuneration linked to the

long-term performance of the Company, so

for the Leadership Squad and a select

group of senior leaders, a long-term

incentive forms part of their remuneration

package. In FY19 the Company operated

one main scheme – the Spark New Zealand

Long Term Incentive Scheme.

FY19 LONG-TERM INCENTIVES

In September 2018 members of the

Leadership Squad and selected senior

leaders acquired shares under the Spark

New Zealand Long Term Incentive Scheme

– introduced in FY16. Under the scheme an

interest-free employee share loan is

provided by the Company for the sole

purpose of enabling the employee to

acquire restricted shares in Spark – these

shares being held in trust for a period of

35
Spark New Zealand Annual Report 2019Bringing the future faster

three years, after which, if the employee

remains employed by Spark New Zealand

Trading Limited, the company makes

payment of a cash bonus to the employee

that is used to pay off the remaining loan

balance. The shares are unrestricted.

Unvested shares are purchased from the

employee and the proceeds are used to

repay the employee share loan. A

performance hurdle applies to all issues of

restricted shares under the scheme, creating

stronger shareholder alignment for all

participants and requiring a minimum level

of performance for any value to be

delivered to employees. Restricted shares

carry full dividend entitlements but

dividends are applied to repay the interest-

free loan during the restrictive period.

Participants are able to exercise any voting

rights attached to the shares.

FY19 LONG-TERM INCENTIVE

PERFORMANCE MEASURE

Vesting of the FY19 LTI grant (September

2018 grant) is contingent on participants’

continued employment with Spark through

to September 2021 and the Company

achieving a Total Shareholder Return (TSR)

performance hurdle. TSR is a measure of

share price appreciation and dividends paid

over the three-year period of the grant. The

target for this hurdle is Spark’s cost of equity

plus 1% compounding annually.

FY20 LONG-TERM INCENTIVE SCHEME

For FY20 members of the Leadership Squad

(including the CEO) and selected senior

leaders will be granted options under the

new Spark Long Term Incentive Scheme.

Under the scheme participants are granted

options at the start of the three year vesting

period. The number of options granted

equals the gross LTI value divided by the

volume weighted average price of Spark

New Zealand shares for the 20 days prior to

the grant date. Subject to satisfaction of the

performance hurdle and continued

employment, at vesting each option

converts to a Spark share based on a

zero-exercise price. If the target is not met

(or the participant leaves) then the options

simply lapse.

FY20 LONG-TERM INCENTIVE

PERFORMANCE MEASURE

The performance hurdle for the FY20 LTI

grant (September 2019 grant) remains the

same as FY19: participants’ continued

employment with Spark through to

September 2022; and the Company

achieving a Total Shareholder Return (TSR)

performance hurdle. TSR is a measure of

share price appreciation and dividends paid

over the three-year period of the grant. The

target for this hurdle is Spark’s cost of equity

plus 1% compounding annually.

PERFORMANCE EVALUATION

The CEO will annually review the

performance of her direct reports. The

evaluation is undertaken using criteria set by

the CEO, including the performance of the

business, the accomplishment of strategic

and operational objectives and other

non-quantitative objectives agreed with the

HRCC at the beginning of each financial

year. The last Leadership Squad evaluations

were undertaken during June 2019, with

any changes to remuneration being

effective 1 July 2019.

Managing Director FY19

remuneration

Page 96 of this report details the actual

remuneration paid to the Managing

Director, Mr Simon Moutter, for FY19,

including short and long-term incentive

outcomes.

Managing Director’s FY19 remuneration

structure

The table below shows the FY19

remuneration mix for the Managing Director

expressed as a percentage of base salary.

The STI scheme and Performance Equity

Incentive (PES), a deferred STI, are

expressed at target, which is 50% of the

maximum opportunity and the LTI values

represent the maximum LTI cash bonus.

Long-Term Incentive71% of base

Performance Equity Scheme44% of base

Short-Term Incentive56% of base

SalaryBase

Managing Director short-term

incentive scheme

The Managing Director was eligible for an

annual cash-based short-term incentive,

subject to the achievement of specific

performance objectives set by the Board

based on Spark’s strategy and business plan

for the financial year. The objectives related

to EBITDAI, Group Gross Labour Cost and

Customer Experience.

Managing Director performance

equity scheme

In addition to the cash-based short-term

incentive scheme the Managing Director

was also eligible for an award of

redeemable shares under the Managing

Director PES. This scheme essentially acted

as a deferred incentive scheme – the value

of the award being linked to the same

performance objectives that applied to the

Managing Director’s annual cash-based STI

scheme, with the award deferred for a two

year period. At the Board’s determination,

based on the Managing Director’s

performance against the performance

objectives described above (that applied to

the Managing Director STI scheme), the

value of the award was 123.8% of the

Managing Director’s target equity incentive

value under the PES. This value is used to

determine the number of redeemable

ordinary shares granted to the Managing

Director. The Managing Director is

prohibited from disposing of these

redeemable ordinary shares for two years –

at the end of which the shares will reclassify

into ordinary shares.

Managing Director’s long-term

incentive scheme

For FY19 the Managing Director’s annual

long-term incentive was granted as

restricted shares under the Managing

Director’s Long-Term Incentive Scheme –

the scheme established and first granted

in FY16.

The long-term incentive component of the

Managing Director’s remuneration package

is designed to link part of his remuneration

Spark New Zealand Annual Report 2019Bringing the future faster
Bringing the future faster

36

Leadership and Board remuneration

to the long-term performance of Spark and

align his interests with those of shareholders,

through the grant of restricted shares with a

post-allocation performance hurdle.

Performance hurdle

A performance hurdle applies to all

long-term incentives made to the Managing

Director, including the existing ‘in-flight’

restricted shares.

This hurdle is agreed by the Board and sets

a minimum level of performance that is

required to be achieved over the period of

each grant, for the long-term incentive to be

eligible to vest. For the restricted shares

granted in FY17, FY18 and FY19, a

performance hurdle of Spark’s TSR applies.

The target for this hurdle is Spark’s cost of

equity plus 1% compounding annually.

Spark’s TSR must meet or exceed this target

over the period of the grant (from the date

the restricted shares were granted each year

to the date three years after that date) for

the restricted shares to vest. If Spark’s TSR

does not meet this target all of the restricted

shares will lapse. Testing to determine

whether the TSR performance hurdle has

been met will occur at the end of the vesting

period of the grant. The Board will receive

independent advice to the effect that the

performance hurdle has been met, or not

met, in determining whether the restricted

shares will vest or if the restricted shares

will lapse.

Leadership certainty – good leaver

provisions

Spark put in place certain ‘good leaver

provisions’ for the Managing Director’s PES

and LTI Scheme to extend past FY19 on the

following terms.

If either the Managing Director or Spark

decided that employment was to end on or

after 30 June 2019 (and provided the

Managing Director did not leave to join a

competitor), the PES and LTI Scheme grants

would be treated under ‘good leaver’

circumstances and would remain until the

original vesting dates as set out in the

original PES and LTI scheme offer letters.

The Board also committed to awarding

the Managing Director the PES award that

he earned in FY19. This PES award will be

granted to the Managing Director in

September 2019 in the form of

redeemable ordinary shares and will have a

two-year vesting period in line with previous

grants under this scheme. No other PES

or LTI awards will be granted to the

Managing Director.

These provisions were to incentivise the

Managing Director to remain in the role

until at least the conclusion of FY19. The

Managing Director ceased employment

(via resignation) at the conclusion of FY19,

therefore the above ‘good leaver

provisions’ apply.

CEO remuneration

Remuneration policy, strategy and

governance

CEO Jolie Hodson’s remuneration package

reflects the scope and complexity of her

role and is set by the Board with reference

to the remuneration of CEOs of similarly

sized organisations.

CEO Remuneration FY20

For FY20 the CEO’s remuneration package

comprises a fixed cash component, an

at-risk short-term incentive and an at-risk

long-term incentive (to be awarded under

the Spark New Zealand Long Term Incentive

Scheme). The construct of the CEO’s

remuneration package is such that 60% of

her remuneration package is at risk. The

table below shows the at-target

remuneration mix:

Long-term Incentive75% of base

Short-term Incentive75% of base

SalaryBase

The CEO is also expected to maintain a

holding of Spark shares as set out on page

97 of this report.

Remuneration components

SHORT-TERM INCENTIVE SCHEME

The CEO is eligible for an annual cash-

based short-term incentive, subject to the

achievement of specific performance

objectives set by the Board based on

Spark’s strategy and business plan for the

respective financial year. These objectives

will be a combination of financial and

non-financial measures. The Board will

assess the CEO’s performance at the end of

the financial year to determine the actual

payment value of her short-term incentive,

which will be in the range of 0% to 200% of

her target value.

LONG-TERM INCENTIVE SCHEME

For FY20 the CEO’s annual LTI will be

granted as share options under the Spark

Long Term Incentive Scheme. Under the

scheme the CEO is granted options at the

start of the three-year vesting period. The

number of options granted equals the gross

LTI value divided by the volume weighted

average price of Spark shares for the 20

days prior to the grant date. Subject to

satisfaction of the performance hurdle and

continued employment, at vesting each

option converts to a Spark share based on a

zero exercise price. If the target is not met

(or the participant leaves) then the options

simply lapse.

The LTI component of the CEO’s

remuneration package is designed to link

part of her remuneration to the long-term

performance of Spark, and align her

interests with those of shareholders,

through the grant of options with a

post-allocation performance hurdle.

Performance hurdle

A performance hurdle applies to LTI made

to the CEO. This hurdle is agreed by the

Board and sets a minimum level of

performance that is required to be achieved

over the period of each grant, for the

long-term incentive to be eligible to vest.

For FY20 a performance hurdle of Spark’s

TSR applies. The target for this hurdle is

Spark’s cost of equity plus 1%

compounding annually.

37
Spark New Zealand Annual Report 2019Bringing the future faster

Spark’s TSR must meet or exceed this target

over the period of the grant (from the date

the options are granted to the date three

years after that date) for the options to vest.

If Spark’s TSR does not meet this target all of

the options will lapse. Testing to determine

whether the TSR performance hurdle has

been met will occur at the end of the vesting

period of the grant. The Board will receive

independent advice to the effect that the

performance hurdle has been met, or not

met, in determining whether the CEO can

exercise the options or whether the options

will lapse.

CEO termination

Spark may terminate the CEO’s employment

with three months notice. A payment of nine

months base remuneration will be made,

plus entitlements for annual performance

incentives and long-term incentives subject

to the rules relating to these incentives, in

the case of termination by Spark, other than

for termination for cause.

If there is a change of control that results in

the CEO no longer being the CEO of a

publicly listed company, then she will be

able to terminate her employment with

three months’ notice and receive payment

as if Spark had terminated her employment.

Spark may also terminate the CEO’s

employment without notice for defined

causes, in which case she will receive no

further entitlement to any remuneration.

Board remuneration

Remuneration and strategy

The remuneration of directors is reviewed

annually by the HRCC – taking account of

the Company’s size and complexity and the

responsibilities, skills, performance and

experience of the directors – with

recommendations made to the Board for

approval. Specialist independent

consultants may be engaged from time to

time to provide advice and ensure that the

remuneration of Spark’s directors is

appropriate and comparable to that of

similar companies in New Zealand and, as

relevant, Australia.

Apart from the Managing Director, no

director of Spark received compensation in

the form of share options or restricted

shares, nor did they participate in any bonus

or profit-sharing plan. That said, non-

executive directors are expected to maintain

a holding of Spark shares as set out on page

103 of this report. As is the case for

employees directors are required to comply

with the Insider Trading Policy when buying

or selling Spark shares and any such

transactions are disclosed to the market.

Remuneration components

Excluding the former Managing Director

(Simon Moutter) no superannuation or

retirement allowance was paid to any Spark

director during FY19. Spark does not have

service contracts with any director (apart

from the Managing Director) that provide

for any benefits or remuneration in the

event that a director’s service with Spark is

terminated. From FY18 New Zealand-based

non-executive directors were eligible for

Spark-funded medical insurance. From FY19

non-executive directors were also eligible

for Spark-funded life insurance.

Spark New Zealand Annual Report 2019Bringing the future fasterFinancial statements
38

Financial statements

Financial

statements.

These financial statements were authorised for issue

on 21 August 2019 on behalf of the Board by:

Justine Smyth Charles Sitch

Chair Chair, Audit and Risk

Management Committee

39
Spark New Zealand Annual Report 2019Bringing the future faster

Financial statements40

Notes to the financial statements44

Section 1 - General information

1.1About this report

1.2Key estimates and assumptions

1.3Significant transactions and events in the financial year

1.4Impact of adoption of NZ IFRS 15 and NZ IFRS 16

Section 2 – Financial performance information

2.1Segment information

2.2Operating revenues and other gains

2.3Operating expenses

2.4Finance income, finance expense, depreciation, amortisation and

net investment income

2.5Non-GAAP measures

Section 3 – Assets

3.1Receivables and prepayments

3.2Inventories

3.3Long-term investments

3.4Right-of-use assets

3.5Leased customer equipment assets

3.6Property, plant and equipment

3.7Intangible assets

3.8Net tangible assets

Section 4 – Liabilities and equity

4.1Payables, accruals and provisions

4.2Lease liabilities

4.3Debt

4.4Capital risk management

4.5Equity and dividends

Section 5 - Financial instruments

5.1

Derivatives and hedge accounting

5.2

Financial risk management

Section 6 - Other information

6.1Income tax

6.2Employee share schemes

6.3Related party transactions

6.4Subsidiaries

6.5Reconciliation of net earnings to net cash flows from operating

activities

6.6Commitments and contingencies

6.7Additional information on the impact of NZ IFRS 15

Independent auditor’s report90

Bringing the future faster
Spark New Zealand Annual Report 2019Bringing the future fasterFinancial statements

40

Statement of profit or loss and other comprehensive income

YEAR ENDED 30 JUNE

RESTATED

1

20192018

NOTES$M$M

Operating revenues and other gains2.2 3,533 3,533

Operating expenses2.3 (2,443) (2,552)

Earnings before finance income and expense, income tax, depreciation,

amortisation and net investment income (EBITDAI) 1,090 981

Finance income2.4 37 35

Finance expense2.4 (85) (77)

Depreciation and amortisation2.4 (477) (481)

Net investment income2.4 14 47

Net earnings before income tax 579 505

Income tax expense6.1 (170) (140)

Net earnings 409 365

Other comprehensive income

Items that will not be reclassified to profit or loss:

Revaluation of long-term investments designated at fair value through

other comprehensive income3.3 87 (22)

Items that may be reclassified to profit or loss:

Cash flow hedges net of tax5.1 (59) (6)

Other comprehensive income/(loss) 28 (28)

Total comprehensive income 437 337

Earnings per share

Basic and diluted earnings per share (cents) 22.3 19.9

Weighted average ordinary shares and options (millions) 1,836 1,834

See accompanying notes to the financial statements.

1 Restated for the impact of adoption of NZ IFRS 15 and NZ IFRS 16, see note 1.4.

41
Spark New Zealand Annual Report 2019Bringing the future faster

Statement of financial position

RESTATED

1

RESTATED

1

AS AT

30 JUNE 2019

AS AT

30 JUNE 2018

AS AT

1 JULY 2017

NOTES$M$M$M

Current assets

Cash 54 55 52

Short-term receivables and prepayments3.1 755 648 606

Short-term derivative assets5.1 2 6 -

Inventories3.2 100 79 94

Taxation recoverable - 19 -

Total current assets 911 807 752

Non-current assets

Long-term receivables and prepayments3.1 291 276 257

Long-term derivative assets5.1 32 10 7

Long-term investments3.3 182 98 108

Right-of-use assets3.4 625 627 603

Leased customer equipment assets3.5 55 31 29

Property, plant and equipment3.6 1,012 1,039 1,070

Intangible assets3.7 987 956 898

Total non-current assets 3,184 3,037 2,972

Total assets 4,095 3,844 3,724

Current liabilities

Short-term payables, accruals and provisions4.1 447 481 466

Taxation payable 19 3 2

Short-term derivative liabilities5.1 14 - 30

Short-term lease liabilities4.2 31 26 24

Debt due within one year4.3 433 249 295

Total current liabilities 944 759 817

Non-current liabilities

Long-term payables, accruals and provisions4.1 68 34 32

Long-term derivative liabilities5.1 111 63 45

Long-term lease liabilities4.2 459 448 423

Long-term debt4.3 962 948 692

Deferred tax liabilities6.1 86 109 114

Total non-current liabilities 1,686 1,602 1,306

Total liabilities 2,630 2,361 2,123

Equity

Share capital 945 941 935

Reserves (409) (437) (406)

Retained earnings 929 979 1,072

Total equity 1,465 1,483 1,601

Total liabilities and equity 4,095 3,844 3,724

See accompanying notes to the financial statements.

1 Restated for the impact of adoption of NZ IFRS 15 and NZ IFRS 16, see note 1.4.

Bringing the future faster
Spark New Zealand Annual Report 2019Bringing the future fasterFinancial statements

42

Statement of changes in equity

SHARE

CAPITAL

RETAINED

EARNINGS

HEDGE

RESERVE

SHARE-BASED

COMPEN-

SATION

RESERVE

REVALUATION

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVETOTAL

YEAR ENDED 30 JUNE 2019NOTE$M$M$M$M$M$M$M

Balance at 1 July 2018 941 979 (26) 2 (390) (23) 1,483

Net earnings – 409 – – – – 409

Other comprehensive income/(loss) – – (59) – 87 – 28

Total comprehensive income/(loss) – 409 (59) – 87 – 437

Contributions by, and distributions to, owners:

Dividends4.5 – (459) – – – – (459)

Supplementary dividends – (42) – – – – (42)

Tax credit on supplementary dividends – 42 – – – – 42

Issuance of shares under share schemes 4 – – – – – 4

Total transactions with owners 4 (459) – – – – (455)

Balance at 30 June 2019 945 929 (85) 2 (303) (23) 1,465

RESTATED

SHARE

CAPITAL

RETAINED

EARNINGS

HEDGE

RESERVE

SHARE-BASED

COMPEN-

SATION

RESERVE

REVALUATION

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVETOTAL

YEAR ENDED 30 JUNE 2018NOTES$M$M$M$M$M$M$M

Balance at 30 June 2017 935 1,122 (20) 5 (368) (23) 1,651

Adjustment on adoption of NZ IFRS 9 (net of tax)1.4 – (12) – – – – (12)

Adjustment on adoption of NZ IFRS 15 (net of tax)1.4 – 18 – – – – 18

Adjustment on adoption of NZ IFRS 16 (net of tax)1.4 – (56) – – – – (56)

Restated balance at 1 July 2017 935 1,072 (20) 5 (368) (23) 1,601

Net earnings – 365 – – – – 365

Other comprehensive income/(loss) – – (6) – (22) – (28)

Total comprehensive income/(loss) – 365 (6) – (22) – 337

Contributions by, and distributions to, owners:

Dividends4.5 – (458) – – – – (458)

Supplementary dividends – (50) – – – – (50)

Tax credit on supplementary dividends – 50 – – – – 50

Issuance of shares under share schemes 6 – – (3) – – 3

Total transactions with owners 6 (458) – (3) – – (455)

Balance at 30 June 2018 941 979 (26) 2 (390) (23) 1,483

See accompanying notes to the financial statements.

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Spark New Zealand Annual Report 2019Bringing the future faster

Statement of cash flows

YEAR ENDED 30 JUNE

RESTATED

1

20192018

NOTES$M$M

Cash flows from operating activities

Receipts from customers 3,424 3,489

Receipts from interest 35 34

Receipts from dividends 15 50

Payments to suppliers and employees (2,483) (2,518)

Payments for income tax (135) (167)

Payments for interest on debt (45) (37)

Payments for interest on leases (30) (28)

Payments for interest on leased customer equipment assets (4) (3)

Net cash flows from operating activities6.5 777 820

Cash flows from investing activities

Proceeds from sale of property, plant and equipment 1 1

Proceeds from sale of business – 8

Proceeds from long-term investments 2 –

Payments for purchase of business – (51)

Payments for, and advances to, long-term investments (6) (20)

Payments for purchase of property, plant and equipment, intangibles and capacity (415) (414)

Payments for capitalised interest (8) (8)

Net cash flows from investing activities (426) (484)

Cash flows from financing activities

Net proceeds from debt4.4 154 174

Receipts from finance leases 6 5

Payments for dividends (459) (458)

Payments for leases (36) (37)

Payments for leased customer equipment assets (17) (17)

Net cash flows from financing activities (352) (333)

Net cash flow (1) 3

Opening cash position 55 52

Closing cash position 54 55

See accompanying notes to the financial statements.

1 Restated for the impact of adoption of NZ IFRS 15 and NZ IFRS 16, see note 1.4.

Spark New Zealand Annual Report 2019Bringing the future fasterNotes to the financial statements
44

Notes to the financial statements

Notes to the financial statements: General information

Section 1 General information

1.1 About this report

Reporting entity

These financial statements are for Spark New Zealand Limited (the

Company) and its subsidiaries (together ‘Spark’ or ‘the Group’).

Spark is a major supplier of telecommunications and digital

services in New Zealand. Spark provides a full range of

telecommunications, information technology, media and other

digital products and services, including: mobile services; voice

services; broadband services; internet TV; cloud, security and

service management services; procurement and partner services

and managed data and networks services.

The Company is incorporated and domiciled in New Zealand,

registered under the Companies Act 1993 and is an FMC

reporting entity under the Financial Markets Conduct Act 2013.

The Company is listed on the New Zealand Main Board equity

security market and the Australian Securities Exchange (as an ASX

Foreign Exempt Listing) and the address of its registered office is

Spark City, 167 Victoria Street West, Auckland 1010, New Zealand.

Basis of preparation

The financial statements have been prepared in accordance with

Generally Accepted Accounting Practice in New Zealand (‘NZ

GAAP’). They comply with New Zealand equivalents to

International Financial Reporting Standards (‘NZ IFRS’) and other

applicable Financial Reporting Standards, as appropriate for

profit-oriented entities. The financial statements also comply with

International Financial Reporting Standards (‘IFRS’).

The measurement basis adopted in the preparation of these

financial statements is historical cost, modified by the revaluation

of certain investments and financial instruments, as identified in

the accompanying notes. These financial statements are expressed

in New Zealand dollars, which is Spark’s functional and

presentation currency. All financial information has been rounded

to the nearest million, unless otherwise stated.

The principal accounting policies applied in the preparation of

these financial statements are set out in the accompanying notes

where an accounting policy choice is provided by NZ IFRS. A

policy is also included when it is new, has changed, is specific to

Spark’s operations, is significant or is material. Where NZ IFRS

does not provide an accounting policy choice, Spark has applied

the requirements of NZ IFRS but a detailed accounting policy is

not included.

New standards adopted in the current year

Early adoption of Definition of Material (Amendments to

NZ IAS 1 and NZ IAS 8)

Spark has early adopted amendments to NZ IAS 1 Presentation of

Financial Statements and NZ IAS 8 Accounting Policies, Changes in

Accounting Estimates and Errors. The amendments clarify the

definition of ‘material’ in respect of information in the financial

statements. The revised guidance notes that information is material

if omitting, misstating or obscuring it could reasonably be

expected to influence decisions that the primary users of general-

purpose financial statements make on the basis of those financial

statements. Spark has used this amended definition in determining

whether disclosures are material to the financial statements.

Adoption of NZ IFRS 15 Revenue from contracts with

customers (NZ IFRS 15)

Spark has adopted NZ IFRS 15, which replaces NZ IAS 18 Revenue

and related interpretations, in the current financial year. The

standard requires revenue to be recognised in a manner that

depicts the transfer of promised goods or services to a customer

and at an amount that reflects the consideration expected to be

received in exchange for transferring those goods or services.

NZ IFRS 15 also provides guidance relating to the treatment of

contract acquisition and contract fulfilment costs and revised

guidance on determining whether an entity is acting as a principal

or an agent.

Spark has elected to transition to NZ IFRS 15 using the full

retrospective method, subject to the following practical expedients

and exemptions:

1. In respect of completed contracts, Spark has not restated

contracts that begin and end within the same annual reporting

period or were completed contracts at the beginning of the

earliest period presented;

2. In respect of completed contracts that have variable

consideration, Spark used the transaction price at the date the

contract was completed rather than estimating variable

consideration amounts in the comparative periods;

3. For contracts that were modified before the beginning of the

earliest period presented, Spark has not retrospectively

restated the contract for those modifications. Instead, Spark

has reflected the aggregate effect of all of the modifications

that occur before the beginning of the earliest period

presented when: (i) identifying the satisfied and unsatisfied

performance obligations; (ii) determining the transaction

price; and (iii) allocating the transaction price to the satisfied

and unsatisfied performance obligations; and

4. For all reporting periods presented before the date of initial

application, Spark will not disclose the amount of the

transaction price allocated to the remaining performance

obligations or provide an explanation of when we expect to

recognise that amount as revenue.

A summary of the impact of the new standard on Spark’s financial

statements is provided in note 1.4. A more detailed explanation of

the impact on adoption for each of Spark’s revenue categories is

included in note 6.7.

1
45

Spark New Zealand Annual Report 2019Bringing the future faster

Early adoption NZ IFRS 16 Leases (NZ IFRS 16)

Spark has early adopted NZ IFRS 16, which replaces NZ IAS 17

Leases and removes the distinction between operating and

finance leases for lessees, in the current financial year. NZ IFRS 16

requires Spark to recognise most leases, where Spark is a lessee,

on the statement of financial position, similar to the previous

finance lease model. This has resulted in the recognition of

‘right-of-use’ assets and related lease liability balances. Rental

payments for leases previously classified as operating leases –

including corporate property, mobile cell site and motor vehicle

leases – have moved from being included in operating expenses,

to depreciation and finance expenses. The impact on net earnings

before income tax of an individual lease over its term remains the

same, however, the new standard results in a higher interest

expense in the early years of a lease and lower in the later years,

compared with the previous straight-line expense profile of an

operating lease.

On adoption of NZ IFRS 16, Spark has assessed its subleases in

relation to excess property to determine whether they are finance

or operating leases. A number of these are now classified as

finance subleases because they are for the whole remaining term

of the head lease.

Spark has elected to transition to NZ IFRS 16 using the full

retrospective method, subject to the following practical expedients

and exemptions:

1. The recognition exemption for short-term leases (leases with a

lease term of up to one year) and leases of low-value assets

where appropriate; and

2. The practical expedient that states that an entity is not required

to reassess whether a contract is, or contains, a lease at the

date of initial application. This practical expedient is applied to

all of Spark’s contracts entered into before the date of initial

application.

A summary of the impact of the new standard on Spark’s financial

statements is provided in note 1.4.

Retrospective application of NZ IFRS 15 and NZ IFRS 16

All comparative information in these financial statements has been

prepared as if NZ IFRS 15 and NZ IFRS 16 had been in effect since

1 July 2017. The accounting policies set out in the notes have

been applied in preparing the financial statements for the year

ended 30 June 2019, the comparative information presented in

the financial statements for the year ended 30 June 2018 and for

the opening statement of financial position as at 1 July 2017.

Additional information on the adoption of these standards,

together with restated results for each half for the year ended 30

June 2018 and the estimated impact for the year ended 30 June

2017, was provided in a market release in December 2018 and is

available at: investors.sparknz.co.nz/investor-centre.

1.2 Key estimates and assumptions

The preparation of these financial statements requires

management to make estimates and assumptions. These affect the

amounts of reported revenues and expenses and the

measurement of assets and liabilities as at 30 June. Actual results

could differ from these estimates.

The principal areas of judgement and estimation for Spark in

preparing these financial statements are found in the following

notes:

• Note 2.2 Operating revenues and other gains

• Note 3.1 Receivables and prepayments

• Note 3.4 Right-of-use assets

• Note 3.6 Property, plant and equipment

• Note 3.7 Intangible assets

• Note 4.2 Lease liabilities

The adoption of NZ IFRS 15 and NZ IFRS 16 has resulted in new

key estimates and assumptions in relation to revenue from

contracts with customers and leases. These are detailed in notes

2.2, 3.1, 3.4 and 4.2.

1.1 About this report (continued)

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46

Notes to the financial statements

Notes to the financial statements: General information

1.3 Significant transactions and events in the

financial year

The following significant transactions and events affected the

financial performance and financial position of Spark for the year

ended 30 June 2019:

Debt programme (see note 4.3)

• On 7 September 2018 Spark issued $125 million of unsecured,

unsubordinated fixed rate bonds with a coupon rate of 3.37%,

maturing on 7 March 2024.

• On 31 October 2018 Spark established a new $100 million

committed revolving facility with The Hongkong and Shanghai

Banking Corporation Limited, to mature on 30 November 2021.

• On 19 March 2019 Spark issued Norwegian Krone (NOK)

1 billion of 10-year fixed rate notes under Spark’s existing

Australian debt issuance programme with a coupon rate

of 3.07%.

Long-term investments (see note 3.3)

• Following the announcement in August 2017 of the intention

for Vodafone Hutchison Australia Pty Limited and TPG Telecom

Limited to merge, the quoted price of Spark’s investment in

Hutchison Telecommunications Australia Limited (a shareholder

of Vodafone Hutchison Australia Pty Limited) increased

materially. In May 2019 the Australian Competition and

Consumer Commission announced it opposed the merger and

court proceedings were subsequently lodged by Vodafone

Hutchison Australia to challenge this decision. As at 30 June

2019, the fair value of Spark’s investment was $156 million and

the increase of $87 million during the year has been recognised

within other comprehensive income.

• Spark’s net earnings for the year includes $1 million from our

share of the net losses of associates and joint ventures.

Capital expenditure (see notes 3.4, 3.6 and 3.7)

• Spark’s additions to property, plant and equipment, intangible

assets and capacity right-of-use assets were $417 million, details

of which are provided in notes 3.4, 3.6 and 3.7 and on page 13

of this annual report.

Dividends (see note 4.5)

• Dividends paid during the year ended 30 June 2019 in relation

to the H2 FY18 second-half dividend (ordinary dividend of 11

cents per share and special dividend of 1.5 cents per share) and

H1 FY19 first-half dividend (ordinary dividend of 11 cents per

share and special dividend of 1.5 cents per share) totalled $459

million or 25.0 cents per share.

Changes in segments (see note 2.1)

• Spark’s segments have changed following the change in

organisational operating model in conjunction with the

adoption of agile ways of working, which has eliminated the

previous business unit structure. Spark’s segment results are

now measured based on product margin which includes

product operating revenues and direct product costs.

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1.4 Impact of adoption of NZ IFRS 15 and NZ IFRS 16

The impact of the adoption of NZ IFRS 15, NZ IFRS 16 and the change in disclosure of Spark’s long-term investments on the statement of

profit or loss for the comparative year ended 30 June 2018 is set out below:

Statement of profit or loss

PREVIOUSLY

REPORTED

ADOPTION OF

NZ IFRS 15

ADOPTION OF

NZ IFRS 16

LONG-TERM

INVESTMENTSRESTATED

YEAR ENDED 30 JUNE 2018$M$M$M$M$M

Operating revenues and other gains 3,649 (69) 3 (50) 3,533

Operating expenses (2,657) 39 66 – (2,552)

Share of associates’ and joint ventures’ net losses (3) – – 3 –

Earnings before finance income and expense, income tax,

depreciation, amortisation and net investment income (EBITDAI) 989 (30) 69 (47) 981

Finance income 16 18 1 – 35

Finance expense (46) – (31) – (77)

Depreciation and amortisation (434) – (47) – (481)

Net investment income – – – 47 47

Net earnings before income tax 525 (12) (8) – 505

Income tax expense (140) – – – (140)

Net earnings for the year 385 (12) (8) – 365

Earnings per share

Basic and diluted earnings per share (cents) 21.0 (0.7) (0.4) – 19.9

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48

Notes to the financial statements

Notes to the financial statements: General information

Impact of adoption of NZ IFRS 15

The impact of the adoption of NZ IFRS 15 on the statement of profit or loss primarily relates to:

• The impact of revised guidance in the new standard in relation to the existence of a significant financing component in a contract. The

inherent financing component of Spark’s interest-free device offers to customers was previously assessed using Spark’s incremental

borrowing rate, however, NZ IFRS 15 requires the use of an interest rate that would be used in a separate financing transaction

between Spark and the customer that reflects their credit characteristics. The application of this rate to the sale of devices sold on

repayment plans has resulted in a reduction in device revenue and an increase in interest income recognised over the repayment term.

• The impact of revised guidance in the new standard for determining whether an entity is a principal or agent when delivering goods or

services to customers. Spark has assessed that we are an agent in relation to third-party services, such as Spotify and Netflix, and also

certain cloud, security and service management contracts, which may incorporate services provided by third parties. This has resulted

in a reduction in reported operating revenue and operating expenses but no impact on net earnings.

Impact of adoption of NZ IFRS 16

The adoption of NZ IFRS 16 has had a significant impact on the statement of profit or loss of Spark. The fully retrospective application of

NZ IFRS 16 results in the combined depreciation and interest expense for any lease in the early years of its term being higher than the

operating expense previously recognised. Spark’s long-term corporate property leases (which account for a significant portion of the

adjustments under NZ IFRS 16) are generally in the early years of their lease terms and both net earnings before tax and retained

earnings therefore decrease following adoption of NZ IFRS 16. The difference over the lives of the leases will be nil and there is no impact

on cash flows.

Long-term investments change in disclosure

Spark's long-term investments, as detailed in note 3.3, includes holdings in associate and joint venture companies which are equity

accounted and other investments including shares in Hutchison which are measured at fair value through other comprehensive income.

Net investment income from long-term investments comprises dividend income (primarily from Southern Cross) and Spark's share of

associate and joint venture net profits or losses.

The disclosure of Spark’s net investment income from long-term investments has changed from being reported within earnings before

finance income and expense, income tax, depreciation and amortisation (EBITDA) to now being recognised in a new ‘net investment

income’ category, reported outside of earnings before finance income and expense, income tax, depreciation, amortisation and net

investment income (EBITDAI). This is to better align Spark’s disclosure of operating revenue with revenue from contracts with customers,

as defined by NZ IFRS 15, and to apply more appropriate focus on the financial performance of the operational activities of the business.

1.4 Impact of adoption of NZ IFRS 15 and NZ IFRS 16 (continued)

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The impact of the adoption of NZ IFRS 15 and NZ IFRS 16 on the statement of cash flows for the year ended 30 June 2018 is set out below:

Statement of cash flows

PREVIOUSLY

REPORTED

ADOPTION OF

NZ IFRS 15

ADOPTION OF

NZ IFRS 16RESTATED

YEAR ENDED 30 JUNE 2018$M$M$M$M

Cash flows from operating activities

Receipts from customers3,508 (19) – 3,489

Receipts from interest15 19 – 34

Receipts from dividends 50 – – 50

Payments to suppliers and employees (2,592) – 74 (2,518)

Payments for income tax (167) – – (167)

Payments for interest on debt (37) – – (37)

Payments for interest on leases – – (28) (28)

Payments for interest on leased customer equipment assets – – (3) (3)

Net cash flows from operating activities 777 – 43 820

Cash flows from investing activities

Proceeds from sale of property, plant and equipment 1 – – 1

Proceeds from sale of business 8 – – 8

Payments for purchase of businesses (51) – – (51)

Payments for, and advances to, long-term investments (20) – – (20)

Payments for purchase of property, plant and equipment and intangibles (414) – – (414)

Payments for capitalised interest (8) – – (8)

Net cash flows from investing activities (484) – – (484)

Cash flows from financing activities

Net proceeds from debt 174 – – 174

Receipts from finance leases 2 – 3 5

Payments for dividends (458) – – (458)

Payments for leases (8) – (29) (37)

Payments for leased customer equipment assets – – (17) (17)

Net cash flows from financing activities (290) – (43) (333)

Net cash flow 3 – – 3

Opening cash position 52 – – 52

Closing cash position 55 - - 55

Impact of adoption of NZ IFRS 15

The adoption of NZ IFRS 15 has no impact on Spark’s net cash flows from operating, investing or financing activities or the overall net

cash flows for the current or restated periods.

The application of an interest rate that would be used in a separate financing transaction between Spark and the customer that reflects

their credit characteristics for our ‘interest-free’ device offer has resulted in a reclassification between cash received from customers and

interest receipts.

Impact of adoption of NZ IFRS 16

The adoption of NZ IFRS 16 has had no net impact on Spark’s statement of cash flows, however it has resulted in the reclassification of

cash flows from lease arrangements. Payments for operating leases under NZ IAS 17 were included within ‘payments to suppliers and

employees’ in operating cash flows. Payments for leases are now split between payments for interest, included in operating cash flows,

and payments that reduce the principal balance of a lease liability, included in financing cash flows.

1.4 Impact of adoption of NZ IFRS 15 and NZ IFRS 16 (continued)

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50

Notes to the financial statements

Notes to the financial statements: General information

The impact of the adoption of NZ IFRS 15 and NZ IFRS 16 (and NZ IFRS 9 as adopted in the year ended 30 June 2018) on the opening

statement of financial position as at 1 July 2017 is set out below:

Statement of financial position

PREVIOUSLY

REPORTED

30 JUNE 2017

ADOPTION OF

NZ IFRS 9

ADOPTION OF

NZ IFRS 15

ADOPTION OF

NZ IFRS 16

RESTATED

1 JULY 2017

$M$M$M$M$M

Current assets

Cash52–––52

Short-term receivables and prepayments610(9)14(9)606

Inventories94–––94

Total current assets756(9)14(9)752

Non-current assets

Long-term receivables and prepayments237(8)1216257

Long-term derivative assets7–––7

Long-term investments108–––108

Right-of-use assets–––603603

Leased customer equipment assets–––2929

Property, plant and equipment1,070–––1,070

Intangible assets1,153––(255)898

Total non-current assets2,575(8)123932,972

Total assets3,331(17)263843,724

Current liabilities

Short-term payables, accruals and provisions464–11466

Taxation payable2–––2

Short-term derivative liabilities30–––30

Short-term lease liabilities–––2424

Debt due within one year295–––295

Total current liabilities791–125817

Non-current liabilities

Long-term payables, accruals and provisions18––1432

Long-term derivative liabilities45–––45

Long-term lease liabilities–––423423

Long-term debt692–––692

Deferred tax liabilities134(5)7(22)114

Total non-current liabilities889(5)74151,306

Total liabilities1,680(5)84402,123

Equity

Share capital935–––935

Reserves(406)–––(406)

Retained earnings1,122(12)18(56)1,072

Total equity1,651(12)18(56)1,601

Total liabilities and equity3,331(17)263843,724

1.4 Impact of adoption of NZ IFRS 15 and NZ IFRS 16 (continued)

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Impact of adoption of NZ IFRS 15

The primary changes from adoption of NZ IFRS 15 to Spark’s balance sheet are as a result of new guidance for the treatment of contract

costs, including costs to obtain a contract and costs to fulfil a contract.

Prior to adoption of NZ IFRS 15, Spark deferred and recognised certain external commission costs over their contract term within

operating expense. Such costs generally continue to meet the costs to obtain a contract criterion under NZ IFRS 15, however, we have

identified further commission costs that are required to be deferred under the new standard.

Impact of adoption of NZ IFRS 16

The adoption of NZ IFRS 16 has had a significant impact on the statement of financial position of Spark. For the opening restated balance

sheet as at 1 July 2017, this includes an increase in total assets by $384 million and total liabilities by $440 million, with a $56 million

reduction in retained earnings. The decrease in retained earnings is as a result of the acceleration of lease interest expense in the early

years of leases.

There has also been a change in the treatment of equipment leases where Spark acts as the intermediate party (i.e. back-to-back leases)

and which also includes an initial sale and leaseback transaction. In combination with new guidance provided by NZ IFRS 15, Spark has

assessed that generally the initial sale of the equipment does not result in control being passed to the customer. As a result the

equipment is not derecognised following the initial sale and remains as leased customer equipment assets on the statement of financial

position. The leaseback is accounted as a financial liability in accordance with NZ IFRS 9 and the sub-lease as either an outwards

operating lease or finance lease, depending on its terms.

On adoption of NZ IFRS 16, Spark has also reclassified assets associated with capacity arrangements that were previously recognised

within intangible assets to right-of-use assets. For the opening balance sheet as at 1 July 2017, this resulted in a net book value

reclassification of $255 million. Capacity arrangements are generally in the form of an indefeasible right-of-use asset and meet the

definition of a lease under NZ IFRS 16. Payments for such arrangements are usually made in whole up front and there is therefore

generally no associated lease liability.

1.4 Impact of adoption of NZ IFRS 15 and NZ IFRS 16 (continued)

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Notes to the financial statements

52

Notes to the financial statements: Financial performance information

Section 2 Financial performance information

2.1 Segment information

The segment results disclosed are based on those reported to the Managing Director and are how Spark reviews its performance.

Spark’s segments changed following the change in organisational operating model in conjunction with the adoption of agile ways of

working, which eliminated the previous business unit structure. Spark’s segment results are now measured based on product margin,

which includes product operating revenues and direct product costs. The segment result excludes other gains, labour, operating

expenses, depreciation and amortisation, net investment income, finance income and expense and income tax expense, as these are

assessed at an overall Spark Group level by the Managing Director.

Comparative segment results

Spark has restated the comparative segment results in line with the change in organisational operating model and the adoption of NZ

IFRS 15 and NZ IFRS 16.

2019

2018 RESTATED

OPERATING

REVENUESPRODUCT COSTS

PRODUCT

MARGIN

OPERATING

REVENUESPRODUCT COSTS

PRODUCT

MARGIN

YEAR ENDED 30 JUNE$M$M$M$M$M$M

Mobile 1,271 (496) 775 1,237 (505) 732

Voice 486 (176) 310 573 (204) 369

Broadband 685 (341) 344 665 (350) 315

Cloud, security and service management 400 (73) 327 370 (55) 315

Procurement and partners 365 (322) 43 357 (317) 40

Managed data and networks 197 (93) 104 207 (96) 111

Other 114 (63) 51 114 (65) 49

Segment result 3,518 (1,564) 1,954 3,523 (1,592) 1,931

Reconciliation from segment product margin to consolidated net earnings before income tax

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Segment product margin1,9541,931

Other gains1510

Labour(475)(513)

Other operating expenses(404)(447)

Earnings before finance income and expense, income tax, depreciation, amortisation and net investment

income (EBITDAI)1,090981

Finance income3735

Finance expense(85)(77)

Depreciation and amortisation(477)(481)

Net investment income1447

Net earnings before income tax579505

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2.2 Operating revenues and other gains

The accounting policies specific to Spark’s operating revenues, which have changed in the current year as a result of the adoption of NZ

IFRS 15, are outlined below:

Contracts with customers

Spark records revenue from contracts with customers in accordance with the five steps in NZ IFRS 15:

1. Identify the contract with a customer;

2. Identify the performance obligations in the contract;

3. Determine the transaction price, which is the total consideration provided by the customer;

4. Allocate the transaction price amount to the performance obligations in the contract based on their relative stand-alone selling

prices; and

5. Recognise revenue when or as the performance obligation is satisfied.

Spark often provides products and services in bundled arrangements (for example, a broadband modem together with a broadband

service). Where multiple products or services are sold in a single arrangement, revenue is recognised in relation to each distinct good or

service. A product or service is distinct where, amongst other criteria, a customer can benefit from it on its own or together with other

resources that are readily available. Revenue is allocated to each distinct product or service in proportion to its stand-alone selling price

and recognised when, or as, control is transferred to the customer.

Where contracts require the customer to commit to a minimum level of service or a minimum monthly payment amount that cannot be

decreased without terminating the contract, revenue is allocated to performance obligations using the minimum enforceable rights and

obligations and any excess amount is recognised as revenue as it is earned.

Generally, control for products is transferred and revenue recognised at the point in time it is delivered to the customer and for services,

control is transferred, and revenue recognised, over time as the service is provided. These services are typically provided, and thus

recognised, on a monthly basis. Control of products is typically transferred when the customer has physical possession of the goods. The

nature of the various performance obligations in our contracts with customers and when revenue is recognised is outlined below:

PERFORMANCE OBLIGATIONS

FROM CONTRACTS WITH CUSTOMERS

TIMING OF SATISFACTION

OF THE PERFORMANCE OBLIGATION AND PAYMENT

Mobile services, broadband services, media services, cloud,

security and service management services, managed data

services and rental of equipment

As the service is provided (usually monthly). Generally billed and

paid on a monthly basis.

Usage, other optional or non-subscription services, and pay-per-

use services

As the service is provided. Generally billed and paid on a monthly

basis.

Fixed modems, mobile handsets and other distinct goodsWhen control is passed to the customer, generally when the

customer takes possession of the goods. For goods sold in

packages or on interest-free terms, customers usually pay in equal

instalments over 6 to 36 months.

Installation or set-up services (where distinct)As the service is provided. Generally billed and paid following the

provision of the service.

Performance obligations where Spark acts as an agent include some third-party media services and certain cloud, security and service

management contracts. Contracts with significant payment terms include those that have goods that were purchased on interest-free

payment terms of greater than 12 months.

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Notes to the financial statements

Notes to the financial statements: Financial performance information

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Operating revenues

Mobile 1,271 1,237

Voice 486 573

Broadband 685 665

Cloud, security and service management 400 370

Procurement and partners 365 357

Managed data and networks 197 207

Other operating revenue 114 114

3,518 3,523

Other gains

Gain on sale of long-term investment/business 2 10

Gain on sale of property, plant and equipment 11 –

Gain on lease modifications and terminations 2 –

15 10

Total operating revenues and other gains 3,533 3,533

Other gains

In the year ended 30 June 2019 other gains includes a $2 million gain from the sale of Spark’s investment in Feenix Communications

Limited, $11 million from the sale of property, plant and equipment (primarily in relation to mobile network equipment) and gains from

lease modifications and terminations of $2 million.

In the year ended 30 June 2018 other gains comprised a gain on sale of $10 million from the sale of 50% of Connect 8 Limited.

2.2 Operating revenues and other gains (continued)

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Key estimates and assumptions

Determining the transaction price

Determining the transaction price of Spark’s contracts requires judgement in estimating the amount of revenue we expect to be

entitled to for delivering the performance obligations within a contract. The transaction price is the amount of consideration that

is enforceable and to which we expect to be entitled in exchange for the goods and services we have promised to our customer.

We determine the transaction price by considering the terms of the contract and business practices that are customary within

that product, as well as adjusting the transaction price for estimated variable consideration and for any effects of the time value

of money. The expected value or most likely amount methods are used to determine variable consideration and any amount

where it is determined that it is highly probable a revenue reversal will not subsequently occur is included in the transaction

price. In making this determination, consideration is given to the likelihood and potential magnitude of the revenue reversal, as

well as factors outside of Spark’s influence, the time when the uncertainty is expected to be resolved and Spark’s experience

with similar types of contracts. Judgement is required to determine the discount rate underlying any time value of money

calculations, as well as whether the financing component in a contract is significant. Discounts, rebates, refunds, credits, price

concessions, incentives, penalties and other similar items are reflected in the transaction price at contract inception.

Determining the stand-alone selling price and the allocation of the transaction price

Determining the stand-alone selling price of performance obligations and the allocation of the transaction price between

performance obligations involves judgement. The transaction price is allocated to performance obligations based on the

relative stand-alone selling prices of the distinct goods or services in the contract. The best evidence of a stand-alone selling

price is the observable price of a good or service when the entity sells that good or service separately in similar circumstances

and to similar customers. If a stand-alone selling price is not directly observable, we estimate the stand-alone selling price

taking into account reasonably available information relating to the market conditions, entity-specific factors and the class of

customer. In determining the stand-alone selling price, we allocate revenue between performance obligations based on

expected minimum enforceable amounts to which Spark is entitled. Any amounts above the minimum enforceable amounts are

recognised as revenue as they are earned.

Distinct goods and services

We make judgements in determining whether a promise to deliver goods or services is considered distinct. We account for

individual products and services separately if they are distinct (i.e. if a product or service is separately identifiable from other

items in the bundled package and if the customer can benefit from it). The consideration is allocated between separate

products and services in a bundle based on their stand-alone selling prices.

Timing of satisfaction of performance obligations

We make judgements in determining whether performance obligations are satisfied over time or at a point in time as well as the

methods used for measuring progress towards completed satisfaction of performance obligations. Revenue for performance

obligations satisfied over time is recognised using the resources consumed by customers method or the time-elapsed method,

as these best depict the transfer of goods or services to customers. Revenue for performance obligations satisfied at a point in

time is recognised when control of the good or service is transferred to the customer, which is typically when the customer takes

possession of the good.

2.2 Operating revenues and other gains (continued)

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Notes to the financial statements

Notes to the financial statements: Financial performance information

2.3 Operating expenses

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Product costs 1,564 1,592

Labour 475 513

Other operating expenses

Network support costs 61 62

Computer costs 93 84

Accommodation costs 67 61

Advertising, promotions and communication 87 84

Bad debts 12 16

Impairment expense 3 7

Costs of change - 49

Other 81 84

404 447

Total operating expenses 2,443 2,552

Costs of change

Costs of change associated with Spark’s Quantum programme totalled $49 million during the year ended 30 June 2018 and were

separately classified within operating expenses in accordance with Spark’s policy (outlined in note 2.5) of presenting ‘Adjusted EBITDAI’

and ‘Adjusted net earnings’ where significant or unusual items are greater than $25 million.

Cost of inventories recognised as an expense

The cost of inventories recognised as an expense in relation to broadband modems, mobile devices and other accessories was

$391 million (30 June 2018 Restated: $393 million).

Lease expenses

Expenses relating to short-term leases and leases of low-value assets were $6 million (30 June 2018 Restated: $6 million).

Donations

Donations for the year ended 30 June 2019 were $2,246,000, comprised of Spark’s donation to Spark Foundation of $2,207,000 and

other donations of $39,000 (30 June 2018: $2,346,000, comprised of Spark’s donation to the Spark Foundation of $2,321,000 and other

donations of $25,000). Spark made no donations to political parties in the years ended 30 June 2019 or 30 June 2018.

Auditor’s remuneration

RESTATED

20192018

YEAR ENDED 30 JUNE$’000$’000

Audit of financial statements

Audit and review of financial statements

1

1,085 1,079

Other services

Regulatory audit work

2

54 52

Other assurance services

3

121 101

Total fees paid to auditor 1,260 1,232

1 The audit fee includes fees for both the annual audit of the financial statements and the review of the interim financial statements.

2 Regulatory audit work consists of the audit of telecommunications-related regulatory disclosures and reporting on trust deed requirements and solvency returns.

3 Other assurance services relate to reporting on other compliance services.

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2.4 Finance income, finance expense, depreciation, amortisation and net investment income

RESTATED

20192018

YEAR ENDED 30 JUNENOTES$M$M

Finance income

Finance lease interest income 14 14

Other interest income 23 21

37 35

Finance expense

Finance expense on long-term debt

1

(48) (41)

Lease interest expense4.2 (30) (29)

Leased customer equipment interest expense (4) (3)

Other interest and finance expenses (11) (12)

(93) (85)

Plus: interest capitalised

2

8 8

(85) (77)

Depreciation and amortisation expense

Depreciation – property, plant and equipment3.6 (246) (263)

Depreciation – right-of-use assets3.4 (56) (50)

Depreciation – leased customer equipment assets3.5 (18) (16)

Amortisation – intangible assets3.7 (157) (152)

(477) (481)

Net investment income

Dividend income 15 50

Share of associates’ and joint ventures’ net losses3.3 (1) (3)

14 47

1 Includes $3 million transferred from the cash flow hedge reserve for the year ended 30 June 2019 (30 June 2018: $3 million).

2 Interest was capitalised on property, plant and equipment and intangible assets under development for the year ended 30 June 2019 at an annualised rate of 4.2% (30 June 2018:

4.6%).

2.5 Non-GAAP measures

Spark uses non-GAAP financial measures that are not prepared in accordance with New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS). Spark believes that these non-GAAP financial measures provide useful information to readers to assist in

the understanding of the financial performance, financial position or returns of Spark. These measures are also used internally to evaluate

performance of products, to analyse trends in cash-based expenses, to establish operational goals and allocate resources. However, they

should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS, as they are not

uniformly defined or utilised by all companies in New Zealand or the telecommunications industry.

Spark’s policy is to present ‘adjusted EBITDAI’ and ‘adjusted net earnings’ when a financial year includes significant items (such as gains,

expenses and impairments) greater than $25 million. There are no adjusting items for the year ended 30 June 2019. In the year ended 30

June 2018 costs of change of $49 million associated with the Quantum programme were deemed an adjusting item.

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Notes to the financial statements

Notes to the financial statements: Financial performance information

Earnings before finance income and expense, income tax, depreciation, amortisation and net investment income (EBITDAI) and

adjusted EBITDAI

Spark calculates EBITDAI by adding back depreciation and amortisation, finance expense and income tax expense and subtracting

finance income and net investment income (which includes dividend income and Spark’s share of net profits or losses from associates

and joint ventures) to net earnings. A reconciliation of Spark’s EBITDAI and adjusted EBITDAI is provided below and based on amounts

taken from, and consistent with, those presented in these financial statements.

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Net earnings reported under NZ IFRS 409 365

Less: finance income (37) (35)

Add back: finance expense 85 77

Add back: depreciation and amortisation 477 481

Less: net investment income (14) (47)

Add back: income tax expense 170 140

EBITDAI 1,090 981

Add: costs of change – 49

Adjusted EBITDAI 1,090 1,030

Adjusted net earnings

Adjusted net earnings reflects adjusted EBITDAI, together with any adjustments to depreciation and amortisation and net finance

expense, whilst also allowing for any tax impact of those items.

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Net earnings reported under NZ IFRS 409 365

Add: costs of change – 49

Less: tax effect on costs of change – (14)

Adjusted net earnings 409 400

Capital expenditure

Capital expenditure is the additions to property, plant and equipment and intangible assets (excluding goodwill, acquisitions and other

non-cash additions that may be required by NZ IFRS, such as decommissioning costs) and additions to capacity right-of-use assets where

such additions are paid up front.

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Additions to property, plant and equipment 217 234

Additions to intangible assets 189 163

Additions to capacity right-of-use assets 11 16

Capital expenditure 417 413

2.5 Non-GAAP measures (continued)

3
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Notes to the financial statements: Assets

Section 3 Assets

3.1 Receivables and prepayments

RESTATED

20192018

AS AT 30 JUNE$M$M

Short-term receivables and prepayments

Trade receivables 335 262

Prepayments 93 72

Short-term unbilled revenue 234 212

Short-term contract assets 15 29

Short-term contract costs 47 46

Short-term finance lease receivables 12 12

Other short-term receivables 19 15

755 648

Long-term receivables and prepayments

Long-term unbilled revenue 50 47

Long-term contract costs 81 75

Long-term finance lease receivables 144 141

Other long-term receivables 16 13

291 276

Amounts are stated at their carrying value, net of expected credit loss allowance provisions. The fair value of finance lease receivables is

estimated to be $255 million (30 June 2018 Restated: $223 million) and the carrying amount of all other receivables, measured at

amortised cost, are approximately equivalent to their fair value because of the short term to maturity.

Contract assets

Contract assets primarily relate to Spark’s rights to consideration for performance obligations delivered but not billed at the reporting

date. Contract assets are transferred to receivables when the rights become unconditional. The following summarises significant changes

in those balances:

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Opening balance as at 1 July 29 22

Additions from new contracts with customers, net of terminations and renewals 26 42

Transfer of contract assets to trade receivables (40) (35)

Closing balance as at 30 June 15 29

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Notes to the financial statements

Notes to the financial statements: Assets

Contract costs

Contract costs include costs to obtain a contract (such as commission costs) and costs to fulfil a contract. These costs are expected to

be recovered and are therefore initially deferred and then recognised within operating expenses on a systematic basis that is consistent

with the transfer to the customer of the goods or services to which the asset relates. The following summarises significant changes in

those balances:

20192018 RESTATED

COSTS TO

OBTAIN A

CONTRACT

COSTS TO FULFIL

A CONTRACTTOTAL

COSTS TO

OBTAIN A

CONTRACT

COSTS TO FULFIL

A CONTRACTTOTAL

YEAR ENDED 30 JUNE$M$M$M$M$M$M

Opening balance as at 1 July 41 80 121 41 81 122

Additions 17 37 54 29 25 54

Amortisation recognised in operating expenses (21) (26) (47) (29) (26) (55)

Closing balance as at 30 June 37 91 128 41 80 121

Short-term contract costs 18 29 47 20 26 46

Long-term contract costs 19 62 81 21 54 75

Key estimates and assumptions

Determining whether costs we incur to obtain or fulfil a contract meet the deferral criteria within NZ IFRS 15 requires us to make

significant judgments. Further, where such costs can be deferred, determining the appropriate amortisation period to recognise

the costs within operating expenses requires management judgement, including assessing the expected average customer

tenure for consumer customers and the expected contract term for enterprise customers.

Expected credit loss allowance provision

Movements in the loss allowance provision are as follows:

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Opening balance as at 1 July 31 32

Charged to operating expenses 19 19

Bad debts recovered (5) (2)

Utilised(15)(18)

Closing balance as at 30 June 30 31

Spark has applied the simplified approach to providing for expected credit losses, which requires the recognition of a lifetime expected

loss provision for trade receivables, unbilled revenue, contract assets, contract costs, finance lease receivables and other receivables. The

calculation of the allowance provision incorporates forward-looking information, such as forecasted economic conditions.

3.1 Receivables and prepayments (continued)

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The expected credit loss allowance provision has been determined as follows:

CURRENT≤ 1 MONTH> 1 MONTHTOTAL

AS AT 30 JUNE 2019$M$M$M$M

Expected loss rate2.4%5.4%22.7%3.1%

Gross carrying amount 905 56 22 983

Expected credit loss allowance provision 22 3 5 30

Short-term loss allowance provision 14 3 5 22

Long-term loss allowance provision 8 – – 8

AS AT 30 JUNE 2018 – RESTATED$M$M$M$M

Expected loss rate2.9%7.7%20.0%3.5%

Gross carrying amount 832 26 25 883

Expected credit loss allowance provision 24 2 5 31

Short-term loss allowance provision 16 2 5 23

Long-term loss allowance provision 8 – – 8

The composition of the credit loss allowance provision between receivable types is as follows:

RESTATED

20192018

AS AT 30 JUNE$M$M

Trade receivables 13 14

Unbilled revenue 10 10

Contract assets and contract costs 2 2

Finance lease receivables 5 5

Expected credit loss allowance provision 30 31

Key estimates and assumptions

The expected credit loss allowance provision is determined based on assumptions about the risk of default and expected loss

rates of customers and other counterparties. Spark uses judgement in making these assumptions and selecting the inputs to the

impairment calculation based on Spark’s past collection history, existing market conditions, as well as forward-looking estimates

at the end of the reporting period. Forward-looking estimates include assessment of forecasted changes to interest rates,

unemployment rates and gross domestic product in New Zealand.

3.1 Receivables and prepayments (continued)

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Notes to the financial statements

Notes to the financial statements: Assets

Finance lease receivables

Spark has a number of leases for space in exchange buildings, including as a lessor for space in Spark exchanges and a lessee for space

in Chorus exchanges. These leases include a legal right of offset, as Spark and Chorus settle the payments on a net basis and are

therefore shown as a net finance lease receivable on the statement of financial position.

In addition, Spark sub-leases a number of office building floors. Where sub-leases are for the whole of the remaining non-cancellable

term of the head lease, these are classified as a finance lease.

The profile of finance lease net receipts is set out below:

20192018 RESTATED

UNDISCOUNTEDDISCOUNTEDUNDISCOUNTEDDISCOUNTED

AS AT 30 JUNE$M$M$M$M

Less than one year 13 12 12 12

Between one and five years 67 52 63 48

More than five years 322 92 338 93

Finance lease receivables 402 156 413 153

Less unearned finance income (246) – (260)–

Present value of finance lease receivables 156 156 153 153

Short-term finance lease receivables 12 12

Long-term finance lease receivables 144 141

The leases with Chorus have multiple rights of renewal and the full lease terms have been used in the calculation of the net financial lease

receivable, as it is likely that due to the specialised nature of the buildings, the leases will be renewed to the maximum terms.

3.2 Inventories

RESTATED

20192018

AS AT 30 JUNE$M$M

Goods held for resale 63 64

Content rights inventory 35 13

Maintenance materials and consumables 2 2

Total inventories 100 79

Content rights inventory

Spark enters into contracts for the right to stream digital content for sport and to subscribers of Lightbox. Content rights are stated at the

lower of cost and net realisable value, less accumulated amortisation and includes prepaid content which is not yet available for broadcast.

The amortisation of content rights is recognised within operating expenses on a straight-line basis over their licence periods or, for live

sports content, over its broadcast period. The content rights amortisation charge for the year ended 30 June 2019 was $24 million

(30 June 2018: $20 million).

3.1 Receivables and prepayments (continued)

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3.3 Long-term investments

RESTATED

20192018

AS AT 30 JUNE$M$M

Shares in Hutchison 156 69

Investments in associates and joint ventures 21 21

Other long-term investments 5 8

182 98

Spark holds a 10% interest in Hutchison Telecommunications Australia Limited (Hutchison) which is quoted on the Australian Securities

Exchange (ASX) and its fair value is measured using the observable market share price as quoted on the ASX, classified as being within

level one of the fair value hierarchy. As at 30 June 2019 the quoted price of Hutchison’s shares on the ASX was Australian dollars (AUD)

$0.110 (30 June 2018: AUD$0.047). The increase in fair value of $87 million is recognised in other comprehensive income (30 June 2018:

$22 million decrease).

Investments in associates and joint ventures

Spark’s investments in associates and joint ventures at 30 June 2019 consists of the following:

NAMETYPECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY

Connect 8 LimitedJoint VentureNew Zealand50%Fibre network construction

Lightbox Sport General Partner LimitedJoint VentureNew Zealand50%A holding company

NOW New Zealand LimitedAssociateNew Zealand37%Internet service provider

Pacific Carriage Holdings LimitedAssociateBermuda50%A holding company

PropertyNZ Limited (homes.co.nz)AssociateNew Zealand23%Property data website

Rural Connectivity Group LimitedJoint VentureNew Zealand33%Rural broadband

Southern Cross Cables Holdings LimitedAssociateBermuda50%A holding company

TNAS LimitedJoint VentureNew Zealand50%Telecommunications development

All investments in associates and joint ventures are measured using the equity method and none are considered to be individually

material. Changes in the aggregate carrying amount of Spark’s investments in associates and joint ventures was as follows:

20192018 RESTATED

ASSOCIATESJOINT VENTURESTOTALASSOCIATESJOINT VENTURESTOTAL

YEAR ENDED 30 JUNE$M$M$M$M$M$M

Opening balance as at 1 July 10 11 21 13 – 13

Opening value on transfer to equity method – – – 2 8 10

Additional investment during the year 2 1 3 2 3 5

Impairments – – – (4) – (4)

Disposals (2) – (2) – – –

Share of net losses (1) – (1) (3) – (3)

Closing balance as at 30 June 9 12 21 10 11 21

Spark has suspended equity accounting for Pacific Carriage Holdings Limited and Southern Cross Cables Holdings Limited (together

Southern Cross) as their carrying values have been reduced to nil. Spark has no obligation to fund Southern Cross’ deficits or repay

dividends. For the year ended 30 June 2019 Spark’s share of Southern Cross profits not recognised due to the existence of historic

cumulative Southern Cross deficits was $57 million (30 June 2018: $51 million).

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Notes to the financial statements

Notes to the financial statements: Assets

3.4 Right-of-use assets

Spark is a lessee for a large number of leases, including:

• Property – Spark leases a number of office buildings and retail stores. These leases generally have rights of renewal that are reasonably

certain to be exercised and therefore may have long effective lease terms;

• Capacity arrangements – Spark enters into a number of indefeasible right-of-use capacity arrangements for cable capacity;

• Mobile sites – Spark has entered into a number of agreements to allow the operation of mobile network infrastructure throughout

New Zealand; and

• Motor vehicles – Spark leases motor vehicles for use in sales, field operations and maintenance of infrastructure equipment.

Movements in right-of-use assets is summarised below:

PROPERTYCAPACITYMOBILE SITES

MOTOR

VEHICLESTOTAL

YEAR ENDED 30 JUNE 2019$M$M$M$M$M

Opening net book value306 254 65 2 627

Additions5 11 28 –44

Remeasurements2 –8 – 10

Depreciation charge(26)(22)(7)(1)(56)

Closing net book value287 243 94 1 625

AS AT 30 JUNE 2019

Cost369 659 110 4 1,142

Accumulated depreciation and impairment losses(82)(416)(16)(3)(517)

Closing net book value287 243 94 1 625

PROPERTYCAPACITYMOBILE SITES

MOTOR

VEHICLESTOTAL

YEAR ENDED 30 JUNE 2018 – RESTATED$M$M$M$M$M

Opening net book value279 255 66 3 603

Additions27 19 4 – 50

Remeasurements24 – – – 24

Depreciation charge(24)(20)(5)(1)(50)

Closing net book value306 254 65 2 627

AS AT 30 JUNE 2018 - RESTATED

Cost362 648 82 4 1,096

Accumulated depreciation and impairment losses(56)(394)(17)(2)(469)

Closing net book value306 254 65 2 627

All capacity additions for the year ended 30 June 2019 were fully paid on control being obtained and therefore deemed capital

expenditure as reconciled in note 2.5 (30 June 2018 Restated: $16 million fully paid and deemed capital expenditure).

Income from sub-leasing right-of-use assets for the year ended 30 June 2019 was $3 million (30 June 2018 Restated: $4 million).

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Key estimates and assumptions

At inception of a contract, Spark uses judgement in assessing whether a contract is, or contains, a lease. A contract is, or

contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for

consideration. To assess whether a contract conveys the right to control the use of an identified asset, Spark assesses whether:

• The contract involves the use of an identified asset;

• Spark has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use;

and

• Spark has the right to direct the use of the asset.

At inception or on reassessment of a contract that contains a lease component, Spark allocates the consideration in the contract

to each lease component on the basis of their relative stand-alone prices. Spark recognises a right-of-use asset at the lease

commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability

adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an

estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is

located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier

of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets

are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically

assessed for impairment losses and adjusted for certain remeasurements of the lease liability.

3.5 Leased customer equipment assets

Spark acts as the intermediate party (as a lessee and a lessor) in a number of back-to-back lease arrangements for customer premises

equipment. Such arrangements may also include an initial sale and leaseback transaction. A sale and leaseback transaction contains a

genuine sale if control of an asset is transferred under NZ IFRS 15. For Spark’s back-to-back lease arrangements, we have assessed that a

sale does not occur as control over the equipment remains with Spark instead of passing to the buyer-lessor.

Spark as the seller-lessee continues to recognise the leased customer equipment asset, which is initially measured at cost. The asset is

subsequently depreciated using the straight-line method based on the expected lease term. Movements in leased customer equipment

assets are summarised below:

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Opening net book value31 29

Additions42 18

Depreciation charge(18)(16)

Closing net book value55 31

RESTATED

20192018

AS AT 30 JUNE$M$M

Cost100 58

Accumulated depreciation and impairment losses(45)(27)

Closing net book value55 31

Leased customer equipment assets are on-leased to customers under operating leases. Amounts recovered from customers for the year

ended 30 June 2019 were $19 million (30 June 2018 Restated: $19 million).

3.4 Right-of-use assets (continued)

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Notes to the financial statements

Notes to the financial statements: Assets

3.6 Property, plant and equipment

TELECOMMUNI

-CATIONS

EQUIPMENT

AND PLANTFREEHOLD LANDBUILDINGSOTHER ASSETS

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2019$M$M$M$M$M$M

Opening net book value638 60 208 126 7 1,039

Additions– – 21 – 196 217

Transfers146 – – 52 (198)–

Impairments– – 2 – – 2

Depreciation charge(161)– (32)(53)– (246)

Closing net book value623 60 199 125 5 1,012

AS AT 30 JUNE 2019

Cost4,035 60 561 649 5 5,310

Accumulated depreciation and impairment losses(3,412)– (362)(524)– (4,298)

Closing net book value623 60 199 125 5 1,012

TELECOMMUNI

-CATIONS

EQUIPMENT

AND PLANTFREEHOLD LANDBUILDINGSOTHER ASSETS

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2018 – RESTATED$M$M$M$M$M$M

Opening net book value 678 60 227 100 5 1,070

Additions – – 12 – 222 234

Transfers 153 – – 67 (220) –

Acquisitions 1 – – 2 – 3

Disposals (3) – – – – (3)

Impairments – – (2) – – (2)

Depreciation charge (191) – (29) (43) – (263)

Closing net book value 638 60 208 126 7 1,039

AS AT 30 JUNE 2018 – RESTATED

Cost 3,890 60 544 600 7 5,101

Accumulated depreciation and impairment losses (3,252) – (336) (474) – (4,062)

Closing net book value 638 60 208 126 7 1,039

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Joint arrangement

Spark has entered into a joint arrangement in relation to the construction and operation of the Tasman Global Access fibre-optic

submarine cable between Australia and New Zealand. As at 30 June 2019 the carrying value of Spark’s share of property, plant and

equipment and intangible assets in the joint operation was $33 million (30 June 2018: $36 million).

Key estimates and assumptions

Spark’s property, plant and equipment is measured at cost and depreciation is charged on a straight-line basis over the assets’

estimated useful lives. Determining the appropriate useful life of property, plant and equipment requires management

judgement, including the expected period of service potential, the likelihood technological advances will make the asset

obsolete, the likelihood of Spark ceasing to use it and the effect of government regulation.

The estimated useful lives of Spark’s property, plant and equipment is as follows:

Telecommunications equipment and plant

Junctions and trunk transmission systems 10 – 50 years

Switching equipment 5 – 12 years

Customer premises equipment 3 – 5 years

Other network equipment 2 – 25 years

Buildings 9 – 50 years

Other assets

Motor vehicles 6 years

Furniture and fittings 2 – 25 years

Computer equipment 3 – 5 years

The assessment of assets for impairment is based on a large number of factors, such as changes in current competitive

conditions, expectations of growth in the telecommunications industry, the discontinuance of services, the expected future cash

flows an asset is expected to generate and other changes in circumstances that indicate an impairment exists. Key judgements

include rates of expected revenue growth or decline, expected future margins and the selection of an appropriate discount rate

for valuing future cash flows.

3.6 Property, plant and equipment (continued)

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Notes to the financial statements

Notes to the financial statements: Assets

3.7 Intangible assets

SOFTWARE

SPECTRUM

LICENCES

OTHER

INTANGIBLESGOODWILL

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2019$M$M$M$M$M$M

Opening net book value 314 179 82 213 168 956

Additions

1

– – – – 189 189

Transfers 132 – 4 – (136) –

Disposals (1) – – – – (1)

Amortisation charge (133) (16) (8) – – (157)

Closing net book value 312 163 78 213 221 987

AS AT 30 JUNE 2019

Cost2,071 271 131 261 221 2,955

Accumulated amortisation and impairment losses (1,759) (108) (53) (48) – (1,968)

Closing net book value 312 163 78 213 221 987

1 Total software capitalised in the year ended 30 June 2019 includes $19 million of internally generated assets.

SOFTWARE

SPECTRUM

LICENCES

OTHER

INTANGIBLESGOODWILL

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2018 – RESTATED$M$M$M$M$M$M

Opening net book value 291 194 63 194 156 898

Additions

1

– 1 – – 162 163

Transfers 150 – – – (150) –

Acquisitions – – 33 22 – 55

Disposals – – (1) (3) – (4)

Impairments – – (4) – – (4)

Amortisation charge (127) (16) (9) – – (152)

Closing net book value 314 179 82 213 168 956

AS AT 30 JUNE 2018 - RESTATED

Cost1,943 271 127 261 168 2,770

Accumulated amortisation and impairment losses (1,629) (92) (45) (48) – (1,814)

Closing net book value 314 179 82 213 168 956

1 Total software capitalised in the year ended 30 June 2018 includes $56 million of internally generated assets.

Key estimates and assumptions

Intangible assets are amortised over their useful lives on a straight-line basis, except goodwill, which is tested for impairment

annually. Determining the appropriate useful life of an intangible asset requires management judgement, including its

expected period of service potential, the likelihood technological advances will make it obsolete and the likelihood of Spark

ceasing to use it.

The estimated useful lives of Spark intangible assets is as follows:

Software 2 – 8 years

Spectrum licences 17 – 20 years

Other intangible assets

Customer contracts and brands 5 – 10 years

Other intangible assets 5 – 80 years

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Goodwill

Goodwill by cash-generating unit (CGU) is presented below:

RESTATED

20192018

AS AT 30 JUNE$M$M

Mobile 28 28

Cloud, security and service management 167 167

Qrious 5 5

Digital Island 13 13

213 213

During the years ended 30 June 2019 and 30 June 2018 no impairment arose as a result of the assessment of goodwill. Headroom

currently exists in each CGU and, based on sensitivity analysis performed, no reasonably possible changes in the assumptions would

cause the carrying amount of the CGUs to exceed their recoverable amounts.

Spark changed its cash-generating units from 1 July 2018 following the change in organisational operating model in conjunction with the

adoption of agile ways of working, which eliminated the previous business unit structure. The revised cash-generating units are consistent

with the changes to Spark’s segment reporting as outlined in note 2.1.

Key estimates and assumptions

Goodwill is assessed annually for impairment by estimating the future cash flows based on Board-approved business plans, with

key assumptions being forecast earnings and capital expenditure for each CGU. The forecast financial information is based on

both past experience and future expectations of CGU performance. The major inputs and assumptions used in performing an

impairment assessment that require judgement include revenue forecasts, operating cost projections, customer numbers and

customer churn, discount rates, growth rates and future technology paths.

Nil terminal growth was applied to all CGUs and a pre-tax discount rate of 10.1% was utilised for the year ended 30 June 2019

(30 June 2018: 10.1%).

3.8 Net tangible assets

The calculation of Spark’s net tangible assets per share and its reconciliation to the statement of financial position is presented below:

RESTATED

20192018

AS AT 30 JUNE$M$M

Total assets 4,095 3,844

Less intangible assets (987) (956)

Less total liabilities (2,630) (2,361)

Net tangible assets 478 527

Number of shares outstanding (in millions)1,836 1,835

Net tangible assets per share$0.26$0.29

Net tangible assets per share is a non-GAAP financial measure that is not defined in NZ IFRS. Total assets includes right-of-use assets and

total liabilities includes lease liabilities.

3.7 Intangible assets (continued)

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Notes to the financial statements: Liabilities and equity

Section 4 Liabilities and equity

4.1 Payables, accruals and provisions

RESTATED

20192018

AS AT 30 JUNE$M$M

Short-term payables, accruals and provisions

Trade accounts payable 258 283

Revenue billed in advance 84 92

Accrued personnel costs 45 48

Accrued interest 4 4

GST payable 35 24

Short-term sale and leaseback liabilities 14 9

Short-term provisions3 16

Other accrued expenses 4 5

447 481

Long-term payables, accruals and provisions

Long-term sale and leaseback liabilities 43 23

Long-term provisions 4 3

Other long-term payables and accruals 21 8

68 34

Trade accounts payable and sale and leaseback liabilities are financial instruments and held at amortised cost.

Provisions

Total provisions as at 30 June 2019 were $7 million (30 June 2018 Restated: $19 million). New provisions of $3 million were made during

the year (30 June 2018 Restated: $18 million) and $15 million of primarily restructuring provisions were utilised or released (30 June

2018 Restated: $9 million).

The largest portion of the provisions relate to make-good property provisions of $4 million (30 June 2018 Restated: Largest portion of

the provisions related to restructuring provisions of $11 million).

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4.2 Lease liabilities

PROPERTYCAPACITYMOBILE SITES

MOTOR

VEHICLESTOTAL

YEAR ENDED 30 JUNE 2019$M$M$M$M$M

Opening lease liability balance406 2 64 2 474

Leases entered into during the year5 – 28 – 33

Interest expense25 – 5 – 30

Principal repayments(44)– (11)(1)(56)

Remeasurements2 – 7 – 9

Closing lease liability balance394 2 93 1 490

Short-term lease liabilities23 – 7 1 31

Long-term lease liabilities371 2 86 – 459

Lease liabilities – non-cancellable commitments

1

189 2 37 1 229

PROPERTYCAPACITYMOBILE SITES

MOTOR

VEHICLESTOTAL

YEAR ENDED 30 JUNE 2018 – RESTATED$M$M$M$M$M

Opening lease liability balance380 – 64 3 447

Leases entered into during the year25 2 5 – 32

Interest expense24 – 4 1 29

Principal repayments(44)– (9)(2)(55)

Remeasurements21 – – – 21

Closing lease liability balance406 2 64 2 474

Short-term lease liabilities20 – 5 1 26

Long-term lease liabilities386 2 59 1 448

Lease liabilities – non-cancellable commitments

1

213 2 29 2 246

1 Relates to the discounted lease liability for future minimum rental commitments for non-cancellable periods of leases, excluding rights of renewal, which are at Spark’s option.

Key estimates and assumptions

Spark recognises a lease liability at the lease commencement date. The lease liability is initially measured at the present value of

the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if

that rate cannot be readily determined, Spark’s incremental borrowing rate. Generally, Spark uses its incremental borrowing rate

as the discount rate, with adjustments for the type and term of the lease.

Lease payments included in the measurement of the lease liability comprise:

• Fixed payments, including in-substance fixed payments;

• Variable lease payments that depend on an index or a rate initially measured using the index or rate as at the

commencement date;

• Amounts expected to be payable under a residual value guarantee;

• The exercise price under a purchase option that Spark is reasonably certain to exercise; and

• Lease payments in an optional renewal period if Spark is reasonably certain to exercise an extension option.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in

future lease payments arising from a change in an index or rate, if there is a change in Spark’s estimate of the amount expected

to be payable under a residual value guarantee or if Spark changes its assessment of whether it will exercise a purchase or

extension option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-

use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Spark has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12

months or less and leases of low-value assets. Spark recognises the lease payments associated with these leases within

operating expenses on a straight-line basis over their lease terms.

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Notes to the financial statements

Notes to the financial statements: Liabilities and equity

4.3 Debt

Debt is recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, debt is classified and

measured at amortised cost plus, for hedged liabilities that are in a fair value hedging relationship, adjustments for fair value changes

attributable to the risk being hedged. Any difference between cost and redemption value (including fair value changes) is recognised in

the statement of profit or loss over the period of the borrowings, using the effective interest rate method.

RESTATED

20192018

AS AT 30 JUNE$M$M

FACE VALUEFACILITYCOUPON RATEMATURITY

Short-term debt

Commercial paperVariable< 5 months 150 149

150 149

Bank funding

Bank of New Zealand100 million NZDVariable31/10/2018 – 100

Westpac New Zealand Limited200 million NZDVariable30/11/2020 – 50

The Hongkong and Shanghai Banking Corporation Limited100 million NZDVariable30/11/2021 40 –

MUFG Bank, Ltd125 million NZDVariable30/11/2022 100 125

140 275

Domestic notes

250 million NZD5.25%25/10/2019 250 250

100 million NZD4.50%25/03/2022 103 102

100 million NZD4.51%10/03/2023 107 104

125 million NZD3.37%07/03/2024 130 –

125 million NZD3.94%07/09/2026 131 120

721 576

Foreign currency Medium Term Notes

Euro Medium Term Notes - 18 million GBP

1

5.75%06/04/2020 33 34

Australian Medium Term Notes - 150 million AUD4.00%20/10/2027 173 163

Norwegian Medium Term Notes - 1 billion NOK3.07%19/03/2029 178 –

384 197

1,395 1,197

Debt due within one year 433 249

Long-term debt 962 948

1 British pounds sterling.

None of Spark’s debt is secured and all debt ranks equally with other liabilities. There are no financial covenants over Spark’s debt,

however, there are certain triggers in the event of default, as defined in the various debt agreements. There have been no events of

default over Spark’s debt in the years ended 30 June 2019 and 30 June 2018.

The fair value of long-term debt, including amounts due within one year, (calculated based on the present value of future principal and

interest cash flows, discounted at market interest rates at balance date) was $1,258 million compared to a carrying value of $1,245 million

as at 30 June 2019 (30 June 2018: fair value of $1,072 million compared to a carrying value of $1,048 million).

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4.4 Capital risk management

Spark manages its capital considering shareholders’ interests, the value of Spark’s assets and the Company’s credit rating. The Board

continues to be committed to the Company maintaining a single ‘A Band’ credit rating and its capital management policies are designed

to ensure this objective is met. As part of this commitment Spark manages its debt levels to ensure that the ratio of net debt at hedged

rates (being inclusive of associated derivatives) to EBITDAI does not materially exceed 1.4 times on a long-run basis, which, for credit

ratings agency purposes, Spark estimates equates approximately to adjusted debt to EBITDA of 1.5 times. The difference between these

two ratios is primarily due to the credit rating agency making adjustments for leases and captive finance operations.

As at 30 June 2019 the Company’s Standard & Poor’s credit ratings for long-term and short-term debt was A- and A-2 respectively, with

outlook stable (30 June 2018: same).

Net debt

Net debt at hedged rates, the primary net debt measure Spark monitors, includes long-term debt at the value of hedged cash flows due

to arise on maturity, plus short-term debt, less any cash. Net debt at carrying value includes the non-cash impact of fair value hedge

adjustments and any unamortised discount.

Net debt at hedged rates is a non-GAAP measure and is not defined in accordance with NZ IFRS but is a measure used by management.

A reconciliation of net debt at hedged rates and net debt at carrying value is provided below:

RESTATED

20192018

AS AT 30 JUNE$M$M

Cash (54) (55)

Short-term debt 150 149

Long-term debt at face value 1,205 1,048

Net debt at face value 1,301 1,142

To retranslate debt balances at swap rates where hedged by currency swaps 15 14

Net debt at hedged rates

1

1,316 1,156

Non-cash adjustments

Impact of fair value hedge adjustments

2

31 2

Unamortised discount – (2)

Net debt at carrying value 1,347 1,156

1 Net debt at the value of hedged cash flows due to arise on maturity and includes adjustment to state principal of foreign currency medium term notes at the hedged currency rate.

2 Fair value hedge adjustments arise on domestic notes in fair value hedges and foreign currency medium term notes in dual fair value and cash flow hedges. These have no impact

on the cash flows to arise on maturity.

A reconciliation of movements in net debt is provided below:

CASH FLOWSNON-CASH MOVEMENTS

YEAR ENDED 30 JUNE 2019

AS AT

1 JULY 2018PROCEEDSPAYMENTS

INTEREST

AMORTISATION

FAIR VALUE

CHANGES

FOREIGN

EXCHANGE

MOVEMENTOTHER

AS AT

30 JUNE 2019

Cash(55)(7,049)7,050––––(54)

Short-term debt1491,358(1,361)4–––150

Long-term debt1,0482,039(1,880)238(1)(1)1,245

Derivatives14169(171)––(6)–6

Net debt 1,156 (3,483) 3,638 6 38 (7) (1) 1,347

CASH FLOWSNON-CASH MOVEMENTS

YEAR ENDED 30 JUNE 2018

RESTATED

AS AT

1 JULY 2017PROCEEDSPAYMENTS

INTEREST

AMORTISATION

FAIR VALUE

CHANGES

FOREIGN

EXCHANGE

MOVEMENTOTHER

AS AT

30 JUNE 2018

Cash(52)(6,342)6,339––––(55)

Short-term debt1551,262(1,273)4––1149

Long-term debt8321,287(1,079)–62–1,048

Derivatives39209(232)––(2)–14

Net debt974 (3,584) 3,755 4 6 – 1 1,156

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Notes to the financial statements

Notes to the financial statements: Liabilities and equity

4.5 Equity and dividends

Share capital

Movements in the Company’s issued ordinary shares were as follows:

RESTATED

20192018

YEAR ENDED 30 JUNENUMBERNUMBER

Opening shares as at 1 July1,835,390,783 1,832,843,587

Issuance of shares under share schemes and other transfers 800,798 2,547,196

Closing shares as at 30 June 1,836,191,581 1,835,390,783

All issued shares are fully paid and have no par value. Shareholders of ordinary shares have the right to vote at any general meeting of

the Company.

Dividends declared and paid

2019

2018

RESTATED

YEAR ENDED 30 JUNE

CENTS PER

SHARE$M

CENTS PER

SHARE$M

Previous year second half-year dividend paid 12.5 229 12.5 229

First half-year dividend paid12.5 230 12.5 229

Total dividends paid in the year 25.0 459 25.0 458

Second half-year dividend declared subsequent to balance date not provided for 12.5 230 12.5 229

Events after balance date

On 21 August 2019 the Board approved the payment of a second-half ordinary dividend of 11.0 cents per share or

approximately $202 million and a special dividend of 1.5 cents per share or approximately $28 million. The ordinary and special

dividend will be 75% imputed. In addition, supplementary dividends totalling approximately $21 million will be payable to

shareholders who are not resident in New Zealand. In accordance with the Income Tax Act 2007 Spark will receive a tax credit

from Inland Revenue equivalent to the amount of supplementary dividends paid.

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H1 FY19 H1 FY19 H2 FY19 H2 FY19

ORDINARY DIVIDENDS SPECIAL DIVIDENDS ORDINARY DIVIDENDS SPECIAL DIVIDENDS

Dividends declared

Ordinary shares11.0 cents 1.5 cents 11.0 cents 1.5 cents

American Depositary Shares

1

37.17 US cents 5.07 US cents 35.32 US cents 4.82 US cents

Imputation

Percentage imputed75%75%75%75%

Imputation credits per share 3.2083 cents 0.4375 cents 3.2083 cents 0.4375 cents

Supplementary dividend per share

2

1.4559 cents 0.1985 cents 1.4559 cents 0.1985 cents

‘Ex’ dividend dates

New Zealand Stock Exchange14/03/1914/03/1919/09/1919/09/19

Australian Securities Exchange14/03/1914/03/1919/09/1919/09/19

American Depositary Shares14/03/1914/03/1919/09/1919/09/19

Record dates

New Zealand Stock Exchange15/03/1915/03/1920/09/1920/09/19

Australian Securities Exchange15/03/1915/03/1920/09/1920/09/19

American Depositary Shares 15/03/1915/03/1920/09/1920/09/19

Payment dates

New Zealand and Australia 5/04/195/04/194/10/194/10/19

American Depositary Shares 19/04/1919/04/1915/10/1915/10/19

1 For H2 FY19 these are based on the exchange rate at 16 August 2019 of NZ$1 to US$0 0.6422 and a ratio of five ordinary shares per one American Depositary Share. The actual

exchange rate used for conversion is determined in the week prior to payment when the Bank of New York performs the physical currency conversion.

2 Supplementary dividends are paid to non-resident shareholders.

4.5 Equity and dividends (continued)

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Notes to the financial statements: Financial instruments

Section 5 Financial instruments

5.1 Derivatives and hedge accounting

20192018 RESTATED

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

AS AT 30 JUNE$M$M$M$M

Designated in a cash flow hedge4 (119)7 (36)

Designated in a fair value hedge21 – 6 (5)

Designated in a dual fair value and cash flow hedge6 – – (16)

Other3 (6)3 (6)

34 (125)16 (63)

Short-term derivatives 2 (14) 6 –

Long-term derivatives 32 (111) 10 (63)

Spark’s derivatives are held at fair value, calculated using discounted cash flow models and observable market rates of interest and

foreign exchange and electricity prices. This represents a level two measurement under the fair value measurement hierarchy, being

inputs other than quoted prices included within level one that are observable for the asset or liability. As at 30 June 2019 and 30 June

2018 no derivative financial assets or derivative financial liabilities have been offset in the statement of financial position. The potential for

offsetting of any derivative financial instruments is immaterial.

Hedge accounting

Derivatives are hedge accounted when they are designated into an effective hedge relationship as a hedging instrument. The nature and

the effectiveness of the hedge accounting relationship will determine where the gains and losses on remeasurement are recognised.

Derivatives are designated:

• Fair value hedges, where the derivative is used to manage interest rate risk in relation to debt;

• Cash flow hedges, where the derivative is used to manage the variability in cash flows of highly probable forecast transactions; and

• Dual fair value and cash flow hedges, where the derivative is used to hedge the interest rate risk on foreign debt and the variability in

cash flows due to movements in foreign exchange rates.

At inception, each hedge relationship is formalised in hedge documentation. Hedge accounting is discontinued when the hedge

instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. Spark determines the existence of an

economic relationship between the hedging instrument and the hedged item based on the currency, amount and timing of respective

cash flows, reference interest rates, tenors (time to maturity), repricing dates, maturities and notional amounts. Spark assesses whether

the derivative designated in each hedging relationship is expected to be, and has been, effective in offsetting the changes in cash flows

of the hedged item using the hypothetical derivative method.

Derivatives in hedge relationships are designated based on a hedge ratio of 1:1. In these hedge relationships the main source of

ineffectiveness is the effect of the counterparty and Spark’s own credit risk on the fair value of the derivatives, which is not reflected in the

change in the fair value of the hedged item attributable to changes in foreign exchange and interest rates.

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Cash flow hedges

Cross-currency interest rate swaps and interest rate swaps are jointly designated in cash flow hedges to manage interest and foreign

exchange rate risk on debt. The hedged cash flows will affect Spark’s statement of profit or loss and other comprehensive income as

interest and principal amounts are repaid over the remaining term of the debt.

Interest rate swaps are designated in cash flow hedges to manage the interest rate exposure of highly probable forecast variable rate

debt and aggregate variable interest rate exposures created by swapping local or foreign currency fixed rate debt into variable rate debt.

Electricity hedge contracts are designated in cash flow hedges to reduce electricity price risk from price fluctuations. These hedge

contracts establish the price at which future specified quantities of electricity are purchased and settled. Any resulting differential to be

paid or received is recognised as a component of electricity costs through the term of the contracts.

Spark also enters into forward exchange contracts to hedge forecast foreign currency purchases, the majority expected to be made within

12 months. The related cash flows are recognised in the statement of profit or loss and other comprehensive income over this period.

A reconciliation of movements in the cash flow hedge reserve, net of tax, is outlined below:

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Opening balance as at 1 July(26) (20)

Loss recognised in other comprehensive income (63) (13)

Amount reclassified to finance expense 3 3

Amount reclassified to property, plant and equipment/intangible assets and inventory 1 4

Total movements to other comprehensive loss (59) (6)

Closing balance as at 30 June (85) (26)

Other amounts deferred in equity will be transferred to the statement of profit or loss over the next six years (30 June 2018: seven years).

As at 30 June 2019 the cost of hedging reserve was $1 million (30 June 2018: nil).

Fair value hedges

Interest rate swaps are designated in a fair value hedge to manage interest rate risk in relation to debt. The gain or loss from remeasuring

the interest rate swaps and debt at fair value is recognised in the statement of profit or loss and other comprehensive income. During the

year ended 30 June 2019 there has been no material ineffectiveness on fair value hedging relationships (30 June 2018: No material

ineffectiveness).

Dual fair value and cash flow hedges

Spark has Australian dollar (AUD) and Norwegian Krone (NOK) denominated debt. As part of Spark’s risk management policy, cross-

currency interest rate swaps (CCIRS) are entered into to convert all of the proceeds of the debt issuances to New Zealand dollars and

convert the foreign currency fixed rate of the debt issuance to a New Zealand dollar floating rate. To mitigate profit or loss volatility, the

CCIRS were designated into a dual fair value and cash flow hedge relationship. The foreign currency basis element of the CCIRS are

excluded from the designation and are separately recognised in other comprehensive income in a cost of hedging reserve.

For fair value hedges, the gain or loss from remeasuring the CCIRS and debt at fair value is recognised in the statement of profit or loss

and other comprehensive income. For cash flow hedges, gains or losses deferred in the cash flow hedge reserve will be reclassified to

Spark’s statement of profit or loss and other comprehensive income as interest and principal amounts are repaid over the remaining term

of the debt.

The change in fair value of the hedging instruments relating to the foreign currency basis component of the CCIRS is recognised in other

comprehensive income and accumulated in a cost of hedging equity reserve. Subsequently, the cumulative amount is transferred to

profit or loss at the same time as the hedged item impacts profit or loss.

5.1 Derivatives and hedge accounting (continued)

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Notes to the financial statements

Notes to the financial statements: Financial instruments

The details of the hedging instruments are as follows:

NOTIONAL

AMOUNT OF

HEDGING

INSTRUMENT

STATEMENT OF

FINANCIAL

POSITION LINE

ITEM

CARRYING AMOUNT OF THE

HEDGING INSTRUMENT

LIFE TO DATE

CHANGE IN

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE-

NESS

ASSETSLIABILITIES

AS AT 30 JUNE 2019$M$M$M

Cash flow hedges

Cross-currency swapGBP 18mDerivatives – (12) (12)

Interest rate swapsNZD 866m Derivatives – (99) (99)

Forward foreign-exchange contractsNZD 131m Derivatives 2 (1) 1

Electricity derivatives329 GWh Derivatives 2 (7) (5)

Fair value hedges

Interest rate swapsNZD 390m Derivatives 21 – 21

Fair value and cash flow hedges

Cross-currency swapsAUD 150m Derivatives 3 – 3

Cross-currency swapNOK 1b Derivatives 3 – 3

31 (119) (88)

AS AT 30 JUNE 2018 – RESTATED

Cash flow hedges

Cross-currency swapGBP 18m Derivatives – (10) (10)

Interest rate swapsNZD 786m Derivatives – (36) (36)

Forward foreign-exchange contracts NZD 131m Derivatives 7 – 7

Fair value hedges

Interest rate swapsNZD 265m Derivatives 6 (5) 1

Fair value and cash flow hedges

Cross-currency swaps AUD 150m Derivatives – (6) (6)

13 (57) (44)

5.1 Derivatives and hedge accounting (continued)

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The details of hedged items are as follows:

STATEMENT

OF FINANCIAL

POSITION LINE ITEM

CARRYING AMOUNT

OF THE HEDGED ITEM

ACCUMULATED AMOUNT OF FAIR

VALUE HEDGE ADJUSTMENTS ON

THE HEDGED ITEM INCLUDED IN

THE CARRYING AMOUNT OF THE

HEDGED ITEM

LIFE TO DATE

CHANGE IN

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE-

NESSASSETSLIABILITIESASSETSLIABILITIES

AS AT 30 JUNE 2019$M$M$M$M$M

Cash flow hedges

Euro Medium Term Note (GBP 18m) Long-term debt – (33) – – 12

Aggregated variable interest rate exposure - – – – – 58

Highly probable forecast variable rate debt - – – – – 41

Committed foreign exchange transactions - – – – – (1)

Highly probable forecast purchases of electricity - – – – – 5

Fair value hedges

Domestic Notes Long-term debt – (411) – (21) (21)

Fair value and cash flow hedges

Australian Medium Term Note (AUD 150m) Long-term debt – (173) – (18) (3)

Norwegian Medium Term Note (NOK 1b) Long-term debt – (178) – (3) (3)

- (795) – (42) 88

AS AT 30 JUNE 2018 – RESTATED

Cash flow hedges

Euro Medium Term Note (GBP 18m) Long-term debt – (34) – – 10

Aggregated variable interest rate exposure - – – – – 9

Highly probable forecast variable rate debt - – – – – 27

Committed foreign exchange transactions - – – – – (7)

Fair value hedges

Domestic Notes Long-term debt – (266) – (1) (1)

Fair value and cash flow hedges

Australian Medium Term Note (AUD 150m) Long-term debt – (163) – (2) 6

- (463) – (3) 44

5.1 Derivatives and hedge accounting (continued)

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Notes to the financial statements

Notes to the financial statements: Financial instruments

5.2 Financial risk management

a) Market risk

Spark is exposed to market risk primarily from changes in foreign

currency exchange rates, interest rates and electricity prices. Spark

employs risk management strategies, including the use of

derivative financial instruments to manage these exposures

through a Board-approved treasury policy, which provides the

framework within which treasury-related activities are conducted.

Spark monitors the use of derivative financial instruments using

well-defined market and credit risk limits and timely reports to

senior management. All contracts have been entered into with

major creditworthy financial institutions, except electricity hedge

contracts, which are generally settled monthly. The risk associated

with these transactions is that the fair value or cash flows of

financial instruments will change due to movements in market

rates, coupled with the cost of replacing these agreements at the

current market rates in the event of default by the counterparty.

Currency risk

Nature of the risk

Currency risk is the risk that eventual New Zealand dollar net cash

flows from transactions undertaken by Spark will be adversely

affected by changes in foreign currency exchange rates.

Exposure and risk management

Spark’s total net exposure (from non-derivative financial

instruments) to foreign currency as at 30 June 2019 is $362 million

(30 June 2018: $203 million). This includes $175 million long-term

debt principal denominated in NOK (30 June 2018: nil), $157

million long-term debt principal denominated in AUD (30 June

2018: $163 million) and $33 million long-term debt denominated

in GBP (30 June 2018: $34 million). The remaining exposure is

primarily trade payables and other receivables denominated in

United States dollars (USD).

Spark manages currency risk arising from debt not denominated in

New Zealand dollars through hedging. Spark’s long-term debt

issued in NOK, AUD and GBP are fully hedged using cross-

currency interest rate swaps to convert these borrowings into a

floating rate New Zealand dollar exposure.

Currency risk from capital and operational expenditure in foreign

currencies (and related trade payables) has been substantially

hedged by entering into forward exchange contracts.

Sensitivity to foreign currency movements

As at 30 June 2019 a movement of 10% in the New Zealand dollar

would (after hedging) impact the statement of profit or loss by less

than $1 million (30 June 2018: less than $3 million) and the

statement of changes in equity by less than $16 million (30 June

2018: less than $14 million). This analysis assumes a movement in

the New Zealand dollar across all currencies and only includes the

effect of foreign exchange movements on monetary financial

instruments.

Interest rate risk

Nature of the risk

Interest rate risk is the risk that fluctuations in interest rates impact

Spark’s cash flows, financial performance or the fair value of its

holdings of financial instruments.

Exposure and risk management

Spark is exposed to interest rate risk from its borrowings, which

may be issued at floating rates. Spark employs the use of

derivative financial instruments to reduce its exposure to

fluctuations in interest rates with the objective to minimise the cost

of net borrowings and to minimise the impact of interest rate

movements on Spark’s interest expense and net earnings.

Spark uses cross-currency interest rate swaps to convert foreign

currency borrowings into floating-rate New Zealand dollar

positions. Interest rate swaps are used to convert certain floating-

rate positions into fixed-rate positions and vice versa. As a

consequence, Spark’s interest rate positions are limited to New

Zealand yield curves.

Sensitivity to interest rate movements

As at 30 June 2019 a movement in interest rates of 100 basis

points would (after hedging) impact the statement of profit or loss

by less than $1 million (30 June 2018: less than $1 million) and

statement of changes in equity by less than $59 million (30 June

2018: less than $46 million).

Electricity price risk

Nature of the risk

Electricity price risk is the risk that fluctuations in spot electricity

prices will impact Spark’s financial performance.

Exposure and risk management

Spark is a large consumer of electricity, which exposes it to

fluctuations in the market spot price. To reduce its exposure to

electricity price risk, Spark has entered into electricity hedge

contracts. These contracts establish a fixed price for Spark, with the

counterparty topping up or retaining the difference between the

spot price and the fixed price over the term of the contract.

Sensitivity to electricity price movements

As at 30 June 2019 a movement of 10% in forward electricity

prices would impact the statement of profit or loss and statement

of changes in equity (after hedging) by less than $3 million (30

June 2018: nil).

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b) Credit risk

Nature of the risk

Credit risk arises in the normal course of Spark’s business on cash,

receivables and derivative financial instruments if a counterparty

fails to meet its contractual obligations.

Exposure and risk management

Spark is exposed to credit risk if customers and counterparties fail

to make payments in respect of:

• Payment of trade and other receivables as they fall due; and

• Contractual cash flows of derivative assets held at fair value.

Spark’s assets subject to credit risk as at 30 June 2019 were $1,041

million (30 June 2018 Restated: $923 million).

Spark considers the probability of default upon initial recognition

of cash, receivables and derivative assets and whether there has

been a significant increase in credit risk on an ongoing basis at the

end of each reporting period. To assess whether there is a

significant increase in credit risk, Spark compares the risk of

default occurring on these assets at the reporting date with the risk

of default at the date of initial recognition. Available, reasonable

and supportive forward-looking information is considered,

especially the following indicators:

• External credit rating (as far as available);

• Actual or expected significant adverse changes in business,

financial or economic conditions that are expected to cause a

significant change to the customer or counterparty’s ability to

meet their obligations; and

• Significant changes in the value of the collateral supporting the

obligation or in the quality of third-party guarantees or credit

enhancements.

Spark manages its exposure using a credit policy that includes

limits on exposures with significant counterparties that have been

set and approved by the Board and are monitored on a regular

basis. Spark places its cash and derivative financial instruments

with high-credit quality financial institutions and does not have

significant concentration of risk with any single party.

Concentration of credit risk for trade and other receivables is

limited due to Spark’s large customer base.

Spark has certain derivative and debt agreements that are subject

to bilateral credit support agreements that require Spark or the

counterparty to post collateral funds to support the value of certain

derivatives. As at 30 June 2019 no collateral was posted (30 June

2018: nil). Letters of credit and guarantees may also be held over

some receivable amounts. The carrying amounts of financial assets

represent the maximum credit exposure.

c) Liquidity risk

Nature of the risk

Liquidity risk represents Spark’s ability to meet its contractual

obligations as they fall due.

Exposure and risk management

Spark uses cash and derivative financial instruments to manage

liquidity and evaluates its liquidity requirements on an ongoing

basis. In general, Spark generates sufficient cash flows from its

operating activities to meet its financial liabilities. As at 30 June

2019 current liabilities of $944 million (including $283 million of

long-term debt that matures within 12 months) were greater than

current assets of $911 million (30 June 2018 Restated: current

assets of $807 million were greater than current liabilities of $759

million). Positive operating cash flows enable working capital to be

managed to meet short-term liabilities as they fall due.

In the event of any shortfalls Spark has the following financing

programmes:

• An uncommitted $500 million Note Facility with $150 million

drawn as at 30 June 2019 (30 June 2018: $500 million facility,

$150 million drawn);

• An undrawn committed standby facility of $200 million with a

number of creditworthy banks (30 June 2018: $200 million);

• Committed bank facilities of $425 million with $140 million

drawn as at 30 June 2019 (30 June 2018: $425 million facility

with $275 million drawn); and

• Committed bank overdraft facilities of $15 million with New

Zealand banks (30 June 2018: $15 million).

There are no compensating balance requirements associated with

these facilities.

Spark's liquidity policy is to maintain unutilised committed facilities

of at least 110% of the next 12 months’ forecast peak net funding

requirements. Spark's funding policy requires that the maximum

amount of long-term debt, excluding short-term debt such as

commercial paper, maturing in any 12-month period is not to

exceed $300 million, which has been met.

5.2 Financial risk management (continued)

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Notes to the financial statements

Notes to the financial statements: Financial instruments

Maturity analysis

The following table provides an analysis of Spark’s remaining contractual cash flows relating to financial liabilities. Contractual cash flows

include contractual undiscounted principal and interest payments.

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS0–6 MONTHS6–12 MONTHS1–2 YEARS2–5 YEARS5+ YEARS

AS AT 30 JUNE 2019$M$M$M$M$M$M$M

Non-derivative financial liabilities

Trade payables 258 258 258 – – – –

Sale and leaseback liabilities 57 70 14 12 19 25 –

Lease liabilities 490 829 29 28 56 154 562

Short and long-term debt 1,395 1,559 419 54 30 539 517

Derivative financial liabilities

Interest rate swaps (net settled) 105 114 7 10 19 45 33

Electricity derivatives (net settled) 7 7 – 1 4 2 –

Cross-currency interest rate swaps (gross

settled)

Inflows – (35) – (35) – – –

Outflows 12 48 1 47 – – –

Forward exchange contracts (gross settled)

Inflows – (74) (61) (11) (2) – –

Outflows 1 75 62 11 2 – –

2,325 2,851 729 117 128 765 1,112

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS0–6 MONTHS6–12 MONTHS1–2 YEARS2–5 YEARS5+ YEARS

AS AT 30 JUNE 2018 - RESTATED$M$M$M$M$M$M$M

Non-derivative financial liabilities

Trade payables 283 283 283 – – – –

Sale and leaseback liabilities 32 42 10 9 11 12 –

Lease liabilities 474 828 27 26 51 147 577

Short and long-term debt 1,197 1,327 267 18 295 429 318

Derivative financial liabilities

Interest rate swaps (net settled) 47 52 3 4 11 25 9

Cross-currency interest rate swaps (gross

settled)

Inflows – (264) (3) (5) (43) (20) (193)

Outflows 16 284 4 4 54 21 201

Forward exchange contracts (gross settled)

Inflows – (24) (24) – – – –

Outflows – 24 24 – – – –

2,049 2,552 591 56 379 614 912

5.2 Financial risk management (continued)

6
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Notes to the financial statements: Other information

Section 6 Other information

6.1 Income tax

Income tax expense

The income tax expense is determined as follows:

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Statement of profit or loss

Current income tax

Current year income tax expense (170) (148)

Adjustments in respect of prior periods2 2

Deferred income tax

Depreciation, provisions, accruals, tax losses and other 1 8

Adjustments in respect of prior periods (3) (2)

Income tax expense recognised in the statement of profit or loss (170) (140)

Reconciliation of income tax expense

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Net earnings before income tax 579 505

Tax at current rate of 28% (162) (141)

Adjustments to taxation

Impact of changes to accounting standards – (6)

Non-assessable gains on sale 1 3

Other non-assessable items (2) (2)

Tax effects of non-New Zealand profits (6) 6

Adjustments in respect of prior periods (1)–

Total income tax expense (170) (140)

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Notes to the financial statements

Notes to the financial statements: Other information

Deferred tax assets and liabilities

Deferred tax assets and liabilities are offset in the statement of financial position and presented as a net deferred tax liability. The

movement in the deferred tax assets and liabilities is provided below:

FIXED ASSETSLEASES

PROVISIONS &

ACCRUALSOTHERTOTAL

ASSETS/(LIABILITIES)$M$M$M$M$M

Opening balance as at 30 June 2018 – Restated (133) 24 – – (109)

Amounts recognised in statement of profit or loss

Relating to the current period1 2 (4) 2 1

Adjustments in respect of prior periods – – (2) (1) (3)

Amounts recognised in equity relating to the current year (1) – 3 23 25

Closing balance as at 30 June 2019 (133) 26 (3) 24 (86)

To be recovered within 12 months (1) (3) – – (4)

To be recovered after more than 12 months (132) 29 (3) 24 (82)

Opening balance as at 30 June 2017 (136) – 6 (4) (134)

Adjustment on adoption of NZ IFRS 9 – – 5 – 5

Adjustment on adoption of NZ IFRS 15 – – (7) – (7)

Adjustment on adoption of NZ IFRS 16 – 25 (3) – 22

Balance as at 1 July 2017 – Restated (136) 25 1 (4) (114)

Amounts recognised in statement of profit or loss

Relating to the current period 5 (1) 1 3 8

Adjustments in respect of prior periods (1) – (2) 1 (2)

Acquisitions – – – (4) (4)

Amounts recognised in equity relating to the current year (1) – – 4 3

Closing balance as at 30 June 2018 – Restated (133) 24 – – (109)

To be recovered within 12 months (5) 1 – – (4)

To be recovered after more than 12 months (128) 23 – – (105)

Spark has not recognised the tax effect of accumulated unrestricted losses and temporary differences amounting to AUD$461 million at

30 June 2019 based on the relevant corporation tax rate of Australia (30 June 2018: AUD$461 million). These losses and temporary

differences may be available to be carried forward to offset against future taxable income. However, utilisation is contingent on the

production of taxable profits over a significant period and is subject to compliance with the relevant taxation authority requirements.

Spark has a negative imputation credit account balance of $21 million as at 30 June 2019 due to the timing of dividend and tax

payments (30 June 2018: $45 million negative balance). The imputation credit account had a positive balance as at 31 March 2019 and

31 March 2018.

6.1 Income tax (continued)

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6.2 Employee share schemes

Spark operates share-based compensation plans that are equity settled as outlined below.

Restricted share schemes

A restricted share scheme was initially introduced for selected employees in September 2001. For new allocations after August 2015

these were replaced by two new restricted share schemes:

• Spark New Zealand Long Term Incentive Scheme; and

• Spark New Zealand Managing Director Long Term Incentive Scheme.

The Spark New Zealand Long Term Incentive Scheme is for the Leadership Squad and senior leaders and delivers one scheme with the

same set of rules under one long-term incentive, with a performance hurdle in place. The Spark New Zealand Managing Director Long

Term Incentive Scheme replaced the Managing Director performance rights scheme.

Under these restricted share schemes ordinary shares in the Company are issued to Spark Trustee Limited. Participants purchase shares

from Spark Trustee Limited with funds lent to them by the Company and which are held on their behalf by Spark Trustee Limited. If the

individual is still employed by Spark at the end of the vesting period (generally three years) and applicable performance hurdles are met,

the employee is provided a cash bonus, which must be used to repay the loan and the shares are then transferred to the individual. The

target for this hurdle is the Company’s cost of equity plus 1% compounding annually.

Information regarding shares and options awarded under these schemes is as follows:

NUMBER OF SHARES

YEAR ENDED 30 JUNE

20192018

Opening balance as at 1 July 1,662,244 2,056,905

Granted 701,852 711,776

Vested (479,156) (795,654)

Lapsed (129,078) (310,783)

Closing balance as at 30 June 1,755,862 1,662,244

Percentage of total ordinary shares0.10%0.09%

The fair value of the employee services received in exchange for the grant of equity instruments is recognised as an expense, with a

corresponding entry in equity. The total charge recognised for these schemes for the year ended 30 June 2019 was $2 million (30 June

2018: $2 million). As at 30 June 2019, $3 million of share scheme awards remain unvested and not expensed (30 June 2018: $3 million).

This expense, measured at its fair value based on a valuation model, will be recognised over the remaining vesting period of the awards.

Spark Share, an employee share purchase programme, does not have a material impact on these financial statements.

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Notes to the financial statements

Notes to the financial statements: Other information

6.3 Related party transactions

Related parties of Spark include the associates and joint venture companies listed in note 3.3 and key management personnel

detailed below.

Interest of directors in certain transactions

A number of the Company’s directors are also directors of other companies and any transactions undertaken with these entities

have been entered into on an arm’s length commercial basis.

Transactions with associate and joint venture companies

Spark has the following transactions with associates and joint ventures:

• Spark provides network operations and management services to Southern Cross in respect of its operations in New Zealand;

• Spark makes payments to Southern Cross in connection with capacity it has purchased on Southern Cross’ network;

• Spark made payments to Southern Cross for operational expenditure relating to cable maintenance; and

• Spark made payments to Connect 8 Limited for fibre and telecommunications construction services.

Balances and amounts in respect of these transactions with associate and joint venture companies are set out in the table below:

RESTATED

20192018

AS AT AND FOR THE YEAR ENDED 30 JUNE$M$M

Operating revenues

1

37 56

Operating expenses 9 8

Capacity acquired and other capital expenditure

2

29 18

Receivables 33 14

Payables – 4

1 Includes dividend income from Southern Cross of $15 million for the year ended 30 June 2019 (30 June 2018: $50 million).

2 As at 30 June 2019 Spark has committed to purchases of $33 million for cable capacity from Southern Cross (30 June 2018: $46 million).

Key management personnel compensation

RESTATED

20192018

YEAR ENDED 30 JUNE$’000$’000

Directors’ remuneration 1,342 1,280

Salary and other short-term benefits

1

8,520 7,630

Long-term incentives and share-based compensation

2

2,191 2,168

12,053 11,078

1 Includes short-term benefits paid on termination.

2 Includes $1,941,000 share-based compensation and $250,000 other long-term incentives (30 June 2018: $2,135,000 share-based compensation and $33,000 other long-term

incentives).

The table above includes remuneration of the Managing Director and the other members of the Leadership Squad, including amounts

paid to members of the Leadership Squad who left during the year ended 30 June or were in acting Leadership Squad positions. Like

other Spark employees members of the Leadership Squad also receive product and service concessions. In addition, where members of

the Leadership Squad are KiwiSaver members, they receive contributions towards their KiwiSaver schemes.

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6.4 Subsidiaries

Subsidiaries are all entities over which Spark has control. The significant subsidiary companies of Spark and their activities are as follows:

NAMECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY

Computer Concepts LimitedNew Zealand100%IT infrastructure and business cloud services

Digital Island LimitedNew Zealand100%Business telecommunications provider

Gen-i Australia Pty Limited Australia100%Provides outsourced telecommunications services

Lightbox New Zealand LimitedNew Zealand100%Subscription video-on-demand service

Qrious LimitedNew Zealand100%Big data analytics business

Revera LimitedNew Zealand100%IT infrastructure and data centre provider

Spark Finance LimitedNew Zealand100%A Group finance company

Spark New Zealand Trading LimitedNew Zealand100%Provides local, national and international telephone and data services

Spark Retail Holdings LimitedNew Zealand100%Retailer of telecommunications products and services

TCNZ (Bermuda) LimitedBermuda100%A holding company

Teleco Insurance LimitedBermuda100%A Group insurance company

Telecom New Zealand USA LimitedUnited States100%Provides international wholesale telecommunications services

Telecom Southern Cross LimitedNew Zealand100%A holding company

Telegistics LimitedNew Zealand100%Mobile phone repair and equipment distribution

The financial year end of all significant subsidiaries is 30 June.

6.5 Reconciliation of net earnings to net cash flows from operating activities

RESTATED

20192018

YEAR ENDED 30 JUNE$M$M

Net earnings for the year 409 365

Adjustments to reconcile net earnings to net cash flows from operating activities

Depreciation and amortisation 477 481

Bad and doubtful accounts 17 18

Deferred income tax– (3)

Share of associates’ and joint ventures’ net losses 1 3

Impairments 3 10

Other gains (15) (10)

Other 7 2

Changes in assets and liabilities net of effects of non-cash and investing and financing activities

Movement in receivables and related items (122) (68)

Movement in inventories (21) 16

Movement in current taxation 35 (23)

Movement in payables and related items (14) 29

Net cash flows from operating activities 777 820

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Notes to the financial statements

Notes to the financial statements: Other information

6.6 Commitments and contingencies

Capital and other commitments

As at 30 June 2019 capital expenditure contracted for, but not yet

incurred, was $249 million (30 June 2018: $210 million) with $137

million due in the year ending 30 June 2020. Commitments

principally relate to telecommunications network equipment,

spectrum rights and cable capacity.

As at 30 June 2019 Spark had other supplier commitments of

$264 million (30 June 2018: $184 million), with $199 million due in

the year ending 30 June 2020.

Contingencies

No ongoing claims, investigations and inquiries are expected to

have a significant effect on Spark’s financial position or profitability.

6.7 Additional information on impact of NZ

IFRS 15 Revenue from contracts with

customers

NZ IFRS 15 sets out the requirements for recognising revenue and

costs from contracts with customers. The standard requires the

apportionment of revenue earned from contracts to individual

promises, or performance obligations, on a relative stand-alone

selling price basis, based on a five-step model. The material

changes on adoption of NZ IFRS 15 by Spark are summarised by

revenue type below.

i) Mobile revenue

The majority of Spark’s consumer pay-monthly mobile contracts

are ‘open term’, however, some customers have contracts with

fixed contract terms, such as 24 months. These contracts generally

include device subsidies, which can be applied to the discounted

purchase of a handset. Under the previous revenue standard, NZ

IAS 18, Spark recognised revenue from arrangements with

multiple elements in a manner that is similar to the requirements of

NZ IFRS 15, based on previous industry guidance for the

telecommunications sector available for these transactions. There

has therefore not been a material acceleration of device revenue

on adoption of NZ IFRS 15 and this may differ to other

telecommunications companies. However, under NZ IFRS 15

revenue is allocated with reference to the stand-alone selling

prices and the allocation of revenue to distinct goods or services

(performance obligations) varies from the previous allocation,

which was based on relative fair value.

Spark provides customers the ability to obtain devices on an

‘interest-free’ device repayment plan. The inherent financing

component of this offer to customers was previously assessed

using Spark’s incremental borrowing rate, however, NZ IFRS 15

requires the use of an interest rate that would be used in a

separate financing transaction between Spark and the customer

that reflects their credit characteristics. The application of this rate

to the sale of devices sold on repayment plans has resulted in a

reduction in device revenue and an increase in interest income

recognised over the repayment term.

NZ IFRS 15 provides updated guidance for determining whether

an entity is a principal or agent when delivering goods or services

to customers. This is applicable for mobile contracts where Spark

provides customers the option to obtain free or discounted

services that are provided by third parties, such as Spotify, within

our mobile contracts. Spark has assessed that under NZ IFRS 15

we are an agent in relation to such services. Spark’s previous

accounting policy under NZ IAS 18 was to recognise the cost of

these extras within operating expenses. However, under NZ IFRS

15 these extras are considered separate performance obligations

and revenue is recognised, net of relevant costs, upon delivery

to the customer. This has resulted in a reduction in reported

operating revenue and operating expenses but no impact on

net earnings.

There has been no material change to revenue recognition

practices for mobile revenue from enterprise and government

customers due to the implementation of NZ IFRS 15.

ii) Broadband revenue

As noted above for mobile revenue, Spark has previously

recognised revenue under NZ IAS 18 from arrangements with

multiple elements in a manner that is similar to the requirements of

NZ IFRS 15. For broadband contracts this included the recognition

of revenue on delivery of modems (excluding wireless broadband

modems) provided free to new broadband customers, as they are

distinct. Revenue was allocated to the modem and the broadband

service based on their relative fair value, with the revenue for the

broadband service recognised as that service is provided across its

contract term. There has not been an acceleration of modem

revenue on adoption of NZ IFRS 15 and this may differ to other

telecommunications companies. However, as the revenue is now

allocated to a customer’s broadband contract with reference to the

stand-alone selling prices of all performance obligations provided

in the contract, the allocation of revenue between revenue types

has changed.

Spark’s broadband contracts may include offers such as account

credits, periods of ‘free’ service and other incentives. Under NZ IAS

18 Spark previously accounted for such offers as a reduction in

broadband service revenue over a customer’s contract period.

Under NZ IFRS 15 such incentives are generally included within the

calculation of the total transaction price for the bundle of goods

and services provided in a broadband contract. Revenue is then

allocated to each performance obligation based on its relative

stand-alone selling price and recognised either at a point in time

or over time. This results in incentives generally being allocated to

other performance obligations in a broadband contract, such as

the modem.

Where Spark provides value-added services, such as Lightbox, as

part of a mobile or broadband plan, revenue must be allocated to

each component of that offer. Spark has calculated the revised

allocation of revenue to each of these components, however, to be

consistent with how the business is managed and performance

assessed, we have elected to retain allocated revenue within the

same product category in which revenues are currently reported.

For example, revenue attributable to Lightbox as part of a

bundled broadband offer continues to be reported within

broadband revenue.

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As with mobile contracts the updated NZ IFRS 15 guidance for

determining whether an entity is a principal or agent is also

relevant for Spark’s broadband contracts. Broadband contracts can

include options to obtain free or discounted services that are

provided by third parties, such as Netflix. Spark’s previous

accounting policy under NZ IAS 18 was to recognise the cost of

these extras within operating expenses over the contract term.

However, under NZ IFRS 15 these extras are considered separate

performance obligations and revenue is recognised, net of

relevant costs, upon delivery to the customer. This results in a

reduction in reported operating revenue and operating expenses

but no impact on net earnings.

iii) Voice

Voice revenue includes revenue from customers with landline-only

services, calling and video-conferencing services. Revenue from

such contracts under NZ IFRS 15 is generally recognised in a

pattern consistent with the previous requirements of NZ IAS 18

and no material changes have resulted from the adoption of NZ

IFRS 15.

iv) Cloud, security and service management

Spark provides cloud, security and service management services

primarily to large enterprises and government departments. For all

contracts Spark determines if the arrangement with a customer

creates enforceable rights and obligations. This assessment results

in certain Master Service Agreements (‘MSAs’) signed with

enterprise and government customers not meeting the definition

of a contract under NZ IFRS 15 and as such the individual service

agreements, linked to the MSA, are treated as individual contracts.

Each contract may include multiple services, such as data centre

services, infrastructure-as-a-service, software-as-a-service, secure

connectivity services, data analytics services, IT sourcing and

professional services for technology requirements and IT projects.

The contracts may incorporate services provided by third parties,

which, based on the updated NZ IFRS 15 guidance for

determining whether an entity is a principal or agent when

delivering goods or services to customers, has resulted in Spark

recognising net proceeds from such transactions. This results in a

net reduction in reported operating revenue but no impact on

net earnings.

Cloud services, which allow customers to use Spark’s infrastructure

and hosted software over the contract period without taking

possession of the infrastructure or software, are provided on either

a subscription or consumption basis. Revenue related to cloud

services provided on a subscription basis is recognised rateably

over the contract period. Revenue related to cloud services

provided on a consumption basis, such as the amount of storage

used in a period, is recognised based on the customer utilisation

of such resources. When cloud services require a significant

level of integration and interdependency with software and the

individual components are not considered distinct, all revenue

is recognised over the period in which the cloud services are

provided.

Cloud, security and service management contracts frequently

include transition projects that do not deliver a distinct good or

service to the customer and as such do not qualify as separate

performance obligations. For the majority of these contracts the

value to the customer is delivered over time, regardless of upfront

transition activities. Operating revenue received for these projects,

as well as costs incurred to fulfil such contracts, are currently

deferred and recognised in revenue and operating expenses

respectively over the life of the contract to the extent that they are

recoverable. This treatment is consistent with the contract cost

requirements of NZ IFRS 15 and there have therefore been no

material changes in relation to their accounting treatment.

Some contracts may include the provision of a service, together

with a device or other equipment, which meets the definition of an

operating lease under NZ IFRS 16 Leases. Spark has early adopted

NZ IFRS 16 at the same time as NZ IFRS 15 and further details of

the impact are outlined in notes 1.1 and 1.4.

v) Procurement and partners

Procurement revenue relates to the procurement of hardware and

software on behalf of customers and partner revenue relates to

partner-provided IT services. NZ IFRS 15 provides updated

guidance for determining whether an entity is a principal or agent

when delivering goods or services to customers. Where an agency

relationship is identified, the result is Spark recognising net

proceeds from such transactions, decreasing operating revenue

but with no impact on net earnings. No material changes have

resulted from the adoption of the new revenue standard.

vi) Managed data and networks

Managed data and networks revenue includes revenue from the

provision of data connectivity for businesses and proactive

monitoring and managed services for customer networks.

Revenue from such contracts was generally recognised in a

pattern consistent with the requirements of NZ IFRS 15 and no

material changes have resulted from the adoption of the new

revenue standard.

vii) Other operating revenue

Other operating revenue includes revenue from subsidiary

companies, such as Qrious, Lightbox and Morepork and other

charges to customers. Revenue from such contracts was generally

recognised in a pattern consistent with the requirements of NZ

IFRS 15 and no material changes have resulted from the adoption

of the new revenue standard.

6.7 Additional information on impact of NZ

IFRS 15 Revenue from contracts with

customers (continued)

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© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent

member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.


Independent Auditor’s Report

To the shareholders of Spark New Zealand Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Spark New Zealand Limited

(the company) and its subsidiaries (the group) on

pages 38 to 89:

i.present fairly in all material respects the group’s

financial position as at 30 June 2019 and its

financial performance and cash flows for the

year ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 30 June 2019;

—the consolidated statements of profit or loss

and other comprehensive income, changes in

equity and cash flows for the year then ended;

and

—notes, including a summary of significant

accounting policies and other explanatory

information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics

for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code),

and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to regulatory audit, other assurance-related

services (such as trustee reporting) and compliance services. Subject to certain restrictions, partners and

employees of our firm may also deal with the group on normal terms within the ordinary course of trading activities

of the business of the group. These matters have not impaired our independence as auditor of the group. The firm

has no other relationship with, or interest in, the group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements

as a whole was set at $26 million determined with reference to a benchmark of group earnings before income

tax. We chose the benchmark because, in our view, this is a key measure of the group’s performance.

Independent auditor’s report

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the

purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express

discrete opinions on separate elements of the consolidated financial statements.

The key audit matter How the matter was addressed in our audit

Revenue recognition

Refer to note 2.2 to the financial statements

which discloses total revenues of $3,533 million

(2018 restated: $3,533 million) including:

-Mobile $1,271 million (2018 restated:

$1,237 million)

-Broadband $685 million (2018 restated:

$665 million)

-Voice $486 million (2018 restated: $573

million)

-Cloud, security and service management

$400 million (2018 restated: $370 million)

Revenue recognition is considered to be a key

audit matter due to the complexity of the revenue

recognition accounting standards as applied to

the telecommunications industry.

For the year ended 30 June 2019 the group has

adopted NZ IFRS 15 Revenue from Contracts

with Customers using the full retrospective

method with prior period comparatives being

restated.

Refer to notes 1.1, 1.4 and 6.7 which outline the

impact of the transition to NZ IFRS 15.

The adoption of this accounting standard involves

key judgements and estimates, principally

surrounding:


Revenue arrangements with multiple goods

and/or services:


-assessing the length of the contractual

term with customers that have a material

impact on the timing of revenue and cost

recognition;

-identifying the separate performance

obligations of bundled arrangements and

determining whether they are distinct;

-allocating the transaction price to the

performance obligations in bundled

arrangements; and

Our audit procedures included:

For the adoption of NZ IFRS 15 Revenue from

Contracts with Customers:

-assessing the group’s basis for the

identification of performance obligations and

comparing the performance obligations

identified, on a sample basis, to the underlying

contractual agreements;


-

using our technical accounting specialists to

review the conclusions reached by

management;

-

performing tests on the accuracy of transition

adjustments arising from the adoption of NZ

IFRS 15 on a sample basis; and


-evaluating the disclosures made in the group

financial statements against the requirements

in NZ IFRS 15 and NZ IAS 8 Changes in

accounting policies.

For the adoption of NZ IFRS 15, we identified no errors

with the identification of performance obligations,

transition adjustments or disclosures.

For Mobile, Broadband and Voice products bundled into

a single offer:

-reviewing a sample of customer contracts to

understand each of the performance

obligations in the bundled offering;

-challenging the group’s assessment for each

performance obligation

about whether the

customer can benefit from the product or

service on its own or together with readily

available resources;

-assessing the allocation of the transaction

price to the performance obligations by

comparing the stand-alone selling price

assigned to observed market prices or

estimated prices;

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3

The key audit matter How the matter was addressed in our audit

-examining contracts to determine

whether Spark is the principal or agent

which will impact the reporting of

revenue and costs on a gross or net basis.


Contractual arrangements for Cloud, Security and

Service Management services offered, involving

the design, build and offering of ongoing

Information Technology solutions, including ‘as a

service’ offerings:

-identifying the separate performance

obligations of bundled transactions and

whether those performance obligations

are distinct;

-assessing whether the performance

obligations are satisfied at a point in time

or over time; and

-determining the quantum and timing of

contract profit. The latter includes

assessing the assumptions

underpinning the individual project

profitability forecasts over the life of the

contract and the recoverability of

contract specific assets.

-examining the stages at which revenue for

each performance obligation is recognised;

and

-assessing the recognition and timing of costs

to acquire and costs to fulfil customer

contracts.


For the bundled offerings, we identified no errors with

the assessment of each performance obligation in the

bundled offerings and reasonable assumptions were

used to reflect the stand-alone selling price allocated to

each performance obligation.

For contractual arrangements for Cloud, Security and

Service Management product offers:

-reviewing a sample of contracts to understand

the services the g

roup has contracted to

deliver;

-agreeing revenue recognised to a sample of

customer contracts and agreed customer

contract variations;

-evaluating the timing of revenue recognition

applied fo

r each contract reviewed by

discussing with and challenging of the project

managers, reviewing project summary reports,

customer correspondence and historical

customer profitability analyses; and

-

evaluating the status of implementation of

each contract, through discussion with project

managers and reviewing project summary

reports.

For the Spark Cloud, Security and Service Management

contracts, we consider the estimates of projected

revenue and costs or the assessments of the stage of

completion of the projects to be balanced.

We identified no errors with revenue recognition.

Impact of changes in technology and the group’s network strategy on the carrying value of property,

plant & equipment and intangible assets

Refer to notes 3.6 and 3.7 to the financial

statements.

The group has property, plant & equipment and

intangible assets of $1,999 million (2018 restated:

$1,995 million) with additions during the year of

$406 million (2018 restated: $397 million).


The capitalisation and carrying value of property,

plant & equipment and intangible assets is

considered to be a key audit matter due to the

significance of the assets to the group’s

statement of financial position, and due to the

level of judgement involved in determining the

carrying value of these assets, principally:

Our audit procedures included:

-examining controls surrounding application of

accounting policies to capitalise or expense

project spend;

-assessing the capitalisation of costs incurred

on capital projects, by examining a sample of

additions to identify if the spend meets the

definition of an asset as per the applicable

accounting standards;

-assessing the allocated useful economic lives,

by comparing to industry benchmarks and our

knowledge of the business and its operations

and the technology life-cycles anticipated;

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The key audit matter How the matter was addressed in our audit

-the capitalisation or expensing of costs;

-the useful economic lives assigned to

the assets capitalised;

-the impact of planned or unexpected

replacement technology on the carrying

value of property, plant & equipment and

intangible assets; and

-accounting for software as a service

contracts.

-assessing the need for accelerated

depreciation or impairment of assets, by

considering the impact of developments in

technology and changes to the group’s

technology transformation strategy; and

-reviewing a sample of software as a service

contracts to determine whether the licensing

and delivery model provided by the contracts

have been expensed or capitalised as

appropriate depending on the terms of each

contract.

We found no issues as a result of our audit procedures

over the amounts capitalised to property, plant &

equipment and intangible assets.

We found asset useful lives used by the group were

within an acceptable range when compared to those

commonly used in the industry, and appropriately

reflected technological developments within the

group’s intended capital roadmap. We considered the

impact of developments in technology and changes to

the group’s technology transformation strategy on

useful lives and carrying value and considered the

carrying value to be appropriate.

Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information includes the Chair and CEO review, Purpose and strategy, Our performance, other

content and Other Information which includes disclosures relating to corporate governance and statutory

information. Our opinion on the consolidated financial statements does not cover any other information and we

do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.


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5

Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the group, are responsible for:

—the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

—implementing necessary internal control to enable the preparation of a consolidated set of financial statements

that is fairly presented and free from material misstatement, whether due to fraud or error; and

—assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

—to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error; and

—to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is David Gates.

For and on behalf of


KPMG

Wellington

21 August 2019


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Corporate governance disclosures

Stock exchange listings

Spark’s ordinary shares are listed on the NZX and ASX. Spark is admitted to the Official List of ASX as a foreign exempt issuer. As an NZX

listed issuer and ASX foreign exempt issuer, Spark complies with NZX Listing Rules and applicable ASX Listing Rules.

Spark’s American Depositary Shares, each representing five ordinary Spark shares and evidenced by American Depositary Receipts (ADRs),

are traded over-the-counter in the United States. This is a Level 1 ADR programme that is sponsored by Bank of New York Mellon.

Spark Finance Limited, a wholly owned subsidiary of Spark New Zealand Limited, has debt securities listed on the NZX and LuxSE. Details

of debt securities issued by Spark Finance Limited can be found in Spark Finance Limited’s reports at: http://investors.sparknz.co.nz/

Investor-Centre.

Director remuneration

The total remuneration available to non-executive directors is fixed by shareholders. The current annual remuneration limit is $1,630,000

following an increase of $130,000 approved at the annual meeting held in November 2017.

The fees payable to non-executive directors during FY19 were:

BOARD/COMMITTEECHAIR

1

MEMBER

2

Board of Directors$362,500$142,800

Audit and Risk Management Committee (ARMC)$38,400$18,700

Human Resources and Compensation Committee (HRCC)$32,900$16,500

Nominations and Corporate Governance Committee (NOMs)––

1 Committee Chair and member fees were not payable to the Chair of the Board. Committee member fees were not payable to committee Chairs.

2 Member fees were payable for each committee.

From 1 July 2019 the non-executive directors’ fees increased by 1.7% (rounded to the nearest $100), to be paid out of the current

shareholder-approved annual remuneration limit of $1,630,000.

This increase approximates the average annual CPI increase seen over the last four quarters and is expected to broadly maintain the market

positioning outlined in the independent Ernst & Young benchmarking report that was distributed alongside the 2017 Notice of Annual

Meeting.

Committee membership as at 30 June 2019 was as follows:

HUMAN RESOURCES AND

COMPENSATION COMMITTEE

AUDIT AND RISK

MANAGEMENT COMMITTEE

NOMINATIONS AND CORPORATE

GOVERNANCE COMMITTEE

Alison Barrass (Chair)Charles Sitch (Chair)Justine Smyth (Chair)

Ido LefflerPaul BerrimanAlison Barrass

Justine SmythPip GreenwoodPaul Berriman

Justine Smyth (ex officio)Pip Greenwood

Ido Leffler

Charles Sitch

Corporate governance disclosures

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Corporate governance disclosures

The total remuneration received by non-executive directors of Spark during FY19 was as follows:

1

NAME OF DIRECTORBOARD FEES

AUDIT & RISK

MANAGEMENT

COMMITTEE FEES

NOMINATION &

CORPORATE

GOVERNANCE

COMMITTEE FEES

HUMAN

RESOURCES AND

COMPENSATION

COMMITTEE FEES

TOTAL

2


REMUNERATION

Justine Smyth$362,500–––$362,500

Alison Barrass$142,800––$32,900$175,700

Paul Berriman$142,800$18,700––$161,500

Alison Gerry

3

$123,969$33,336––$157,305

Pip Greenwood$142,800$18,700––$161,500

Ido Leffler$142,800––$16,500$159,300

Charles Sitch$142,800$21,298

4

––$164,098

Total$1,200,469$92,034–$49,400$1,341,903

1 The figures shown are gross amounts and exclude GST (where applicable) and are rounded to the nearest dollar.

2 This table excludes contributions towards medical and life insurance of a total of $6,223 for all non-executive directors. Spark meets costs incurred by directors that are incidental to the

performance of their duties. This includes providing New Zealand-based directors with mobile phones and a $120 per month home phone account credit and overseas-based directors

with a $400 per month telephone allowance. Spark also meets the costs of directors’ Spark-related travel. As these costs are incurred by Spark to enable directors to perform their

duties, no value is attributable to them as benefits to directors for the purposes of the above table.

3 Ms Gerry ceased to be a director on 13 May 2019.

4 Mr Sitch received fees as a member of the ARMC from 1 July 2018 to 13 May 2019 and Chair of the ARMC from 14 May 2019.

Former Managing Director remuneration

The total remuneration earned by, or paid to, the Managing Director, Simon Moutter, for FY19 is as follows:

PERIODBASE SALARY

1

SHORT-TERM

INCENTIVE

2


EQUITY

INCENTIVE

3

LONG-TERM INCENTIVE

4

FY19 actual remunerationNZ$1,417,500NZ$974,925NZ$779,940NZ$1,000,000 in the form of 168,907 restricted shares

1 Base salary includes employer contributions towards KiwiSaver and is not at risk. Mr Moutter did not receive any directors’ fees.

2 FY19 actual STI was earned in FY19 and will be paid in FY20, as further described in Managing Director STI scheme on page 35 of this report. The gross amount earned in FY18 and

paid in FY19 was $779,625.

3 FY19 actual equity incentive was earned in FY19 and will be awarded in FY20 in the form of redeemable ordinary shares that will reclassify as ordinary shares in September 2021, as

further described in Managing Director PES on page 35 of this report. The gross amount earned in FY18 and awarded in FY19 was $623,700.

4 FY19 actual long-term incentive was granted in FY19 and, subject to specific performance hurdles, will vest in September 2021, as further described in Managing Director LTI on pages

35 and 36 of this report.

The following Managing Director long-term incentives vested in FY19:

GRANT

YEARSECURITIES

PERFORMANCE

PERIOD

PERFORMANCE

MEASUREVESTING OUTCOME

SHARES

TRANSFERRED VALUE TRANSFERRED

1

FY16Restricted Shares

September 2015

– September 2018

Absolute TSR, hurdle

– Spark’s annual cost

of equity + 1%

compounding

100% – 3-year TSR

result was 57%

compared with a

37% target203,111NZ$814,475

TotalNZ$814,475

1 Represents the NZX listed price of Spark shares on the exercise/transfer date multiplied by the number of shares transferred.

Additionally, Mr Moutter’s FY16 Equity Incentive (essentially a deferred STI) vested on 19 September 2018, as the service condition was

satisfied. Accordingly, 98,946 redeemable ordinary shares converted to ordinary shares.

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Current CEO remuneration

The total anticipated target remuneration expected to be earned or paid in FY20 to the CEO, Jolie Hodson is as follows:

PERIODBASE SALARY

1

SHORT-TERM

INCENTIVE

2

LONG-TERM INCENTIVE

3

FY20 anticipated target remunerationNZ$1,200,000NZ$900,000NZ$900,000 in the form of share options

1 Base salary excludes employer contributions towards KiwiSaver and is not at risk.

2 FY20 anticipated target STI Scheme will be earned in FY20 and paid in FY21.

3 FY20 anticipated target LTI Scheme will be granted in FY20 and, subject to performance hurdles, will vest in September 2022.

The CEO is expected to acquire and hold shares that are at least equivalent in value to 25% of the CEO’s base salary but ideally would

increase this shareholding to 100% of base salary subject to the vesting of shares under any Long-Term Incentive schemes. To fulfil this

expectation shares are to be acquired within a four-year period from 1 July 2019.

Other directors’ fees

Mr Richard Quince received a director’s fee of NZ$10,000 (excluding GST) for acting as a director of Teleco Insurance (NZ) Limited.

Estera Services (Bermuda) Limited received directors’ fees of US$2,805 in relation to Ms Alison Dyer-Fagundo acting as a director of

TCNZ (Bermuda) Limited and US$2,805 in relation to Ms Alison Dyer-Fagundo acting as a director of Teleco Insurance Limited. These

directors’ fees increased to US$2,900 effective 1 January 2019.

Employee remuneration

The table below shows the number of employees and former employees, not being directors of Spark, who, in their capacity as employees,

received remuneration and other benefits during FY19 totalling NZ$100,000 or more.

1

RANGECURRENTFORMERTOTALRANGECURRENTFORMERTOTAL

$100,000 -$110,000 34923372$330,001 -$340,000 224

$110,001 -$120,000 34320363$340,001 -$350,000 224

$120,001 -$130,000 25224276$350,001 -$360,000 303

$130,001 -$140,000 2029211$360,001 -$370,000 404

$140,001 -$150,000 15019169$370,001 -$380,000 314

$150,001 -$160,000 1149123$380,001 -$390,000 101

$160,001 -$170,000 64670$390,001 -$400,000 101

$170,001 -$180,000 54963$400,001 -$410,000 202

$180,001 -$190,000 37441$410,001 -$420,000 101

$190,001 -$200,000 22325$420,001 -$430,000 101

$200,001 -$210,000 30535$430,001 -$440,000 101

$210,001 -$220,000 19120$450,001 -$460,000 202

$220,001 -$230,000 17623$460,001 -$470,000 101

$230,001 -$240,000 19322$500,001 -$510,000 101

$240,001 -$250,000 11213$540,001 -$550,000 112

$250,001 -$260,000 11213$590,001 -$600,000 011

$260,001 -$270,000 12214$630,001 -$640,000 101

$270,001 -$280,000 15419$780,001 -$790,000 101

$280,001 -$290,000 10111$910,001 -$920,000 101

$290,001 -$300,000 303$930,001 -$940,000 101

$300,001 -$310,000 606$1,100,001 -$1,110,000 011

$310,001 -$320,000 415$1,160,001 -$1,170,000 101

$320,001 -$330,000 303$1,240,001 -$1,250,000 101

Total1,7791611,940

1. The table includes base salaries, short-term incentives and vested long-term incentives. The table does not include: amounts paid after 30 June 2019 relating to FY19; long-term

incentives that have been granted and have yet to vest (based on grant values, the total value of which was $10 million as at 30 June 2019); product and service concessions received

by employees; contributions paid towards health and other insurances; contributions paid to the Government Superannuation Fund (a legacy benefit provided to a small number of

employees); and, if the individual is a KiwiSaver member, contributions of 3% of gross earnings towards that individual’s KiwiSaver scheme.

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Corporate governance disclosures

Ratio of female to male pay

Spark reports on pay ratio by comparing female and male in like-for-like roles. These can be broken down into four distinct categories:

1. Leadership;

2. People assessed on Contribution Models, as described on page 21 of this annual report;

3. Customer Channels: People primarily assessed on the Accreditation Model, as described on page 21 of this annual report, employed

within our Contact Centres and Retail Operations; and

4. Subsidiaries and other.

The following table sets out the ratio of female to male pay as at 30 June 2019.

CATEGORY

NUMBER OF

EMPLOYEES IN

CATEGORYPAY RATIO

1

Leadership61-2.6%

Contribution Models3,008-1.7%

Customer Channels1,344-3.3%

Subsidiaries and other964-10.9%

5,377

1 Pay Ratio = (Average female salary – average male salary) divided by average male salary.

Sparks overall pay ratio of average female to average male pay for all 5,377 employees is -18%. A major contributor to this differential is the

make-up of New Zealand’s technology sector having a significantly higher proportion of males compared to females. Spark has sought to

reduce this ratio over time with initiatives such as Women in Technology scholarships and partnering with external technology educators,

designed to proactively build a New Zealand-wide pipeline of female technology qualified employees.

Demographics of our workforce

The following table sets out the demographics at different levels of Spark’s workforce as at 30 June 2019.

1

GENDERAGE

FEMALEMALE

UNDER 30

YEARS OLD

30 – 50

YEARS OLD

OVER 50

YEARS OLD

2019201820192018

NO.%NO.%NO.%NO.%NO.%NO.%NO.%

Directors

2

343%450%457%450%00%114%686%

Leadership Squad

3

343%233%457%467%00%686%114%

Other leadership

roles

4

1835%1623%3365%5477%00%4180%1020%

Overall workforce 1,91736%2,15739%3,46764%3,35461%1,22423%3,08357%1,07720%

1 The table includes details of permanent and fixed-term employees of Spark and its directors.

2 Ms Gerry ceased to be a director on 13 May 2019.

3 Excludes the Managing Director as he is already included as a director in the figures above. The Leadership Squad is considered ‘senior managers’ for the purposes of the Financial

Markets Conduct Act 2013 and ’senior executives’ for the purposes of the ASX Corporate Governance Council’s Principles and Recommendations.

4 Substantive roles that report directly to members of the Leadership Squad (including the Managing Director).

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Starters

The following table sets out new permanent employees who commenced employment with Spark during FY19.

GENDERAGE

FEMALEMALEUNDER 3030 – 5050+

Total41967750653456

Percentage38%62%46%49%5%

Leavers

The following table sets out exiting permanent employees who left employment with Spark during FY19.

GENDERAGE

FEMALEMALEUNDER 3030 – 5050+

Total531733421665178

Percentage42%58%33%53%14%

Parental Leave

Spark provides a parental leave policy for eligible employees, regardless of gender, sexuality, age or whether the employee is giving birth or

adopting a child. If an employee has been employed by Spark for a minimum of 12 months then Spark will top up the Government’s

parental leave payments so the employee receives 80% of their salary for up to 22 weeks. As a guaranteed minimum to the policy Spark

ensures that the total amount someone receives, less any Government paid primary carer’s payments, will not be less than the equivalent of

six weeks of ordinary salary.

Eligibility for parental leave is in accordance with Government legislation.

FEMALEMALE

1

Employees that took parental leave during FY19832

Employees that returned to work during FY19 after taking parental leave762

Employees that reached 12 months of continued service during FY19 after returning to work from parental

leave

512

Return to work rate

2

90%100%

Retention rate

3

66%67%

1 Males that took less than 30 days leave have been excluded.

2 Return to work rate = Total number of employees who did return to work during FY19 after parental leave divided by the total number of employees due to return to work during FY19

after taking parental leave.

3 Retention rate = Total number of employees retained 12 months after returning to work during FY19 following a period of parental leave divided by the total number of employees

returning from parental leave in FY18.

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Corporate governance disclosures

Benefits provided to full-time employees that are not provided to temporary or part-time employees

The following table sets out benefits provided to full-time employees during FY19 that are not provided to temporary or part time employees

1

.

FULL-TIME PERMANENT

EMPLOYEES

PART-TIME PERMANENT

EMPLOYEES

FIXED-TERM/CASUAL

EMPLOYEES

Parental leaveYe sYe sYe s

2

Insurance cover:

• Medical

• Life & Terminal Illness

• Income Protection

• Trauma

Ye sYe s

3

No

Spark account credit

4

Ye sYe sNo

Ability to participate in Spark Share

5

Ye sYe sNo

Volunteer Day

6

Ye sYe sNo

Spark Give

7

Ye sYe sNo

8

Eligibility to join Marram

9

Ye sYe sNo

Eligible for purchased leave

10

Ye sYe sNo

1 Excludes benefits offered to some subsidiaries that differ from Spark’s overall benefits suite.

2 Eligibility for parental leave is in accordance with Government legislation.

3 Employees must work at least 15 hours a week to be eligible.

4 Employees with a Spark account will receive a monthly credit of $120 that can be used towards any Spark products or services.

5 Spark’s employee share purchase scheme.

6 The opportunity for Spark employees to take a day of paid volunteer leave.

7 If an employee donates to a charity or to a school directly from their pay then Spark will match the amount dollar-for-dollar, up to a $500 annual matching cap.

8 Casual employees are ineligible.

9 Marram Trust offers access to accommodation across New Zealand for discounted rates, as well as providing a basic level of healthcare cover.

10 The ability to purchase one additional week of annual leave via a deduction of base salary.

Board and committee meeting attendance for FY19

The Board held eight formal meetings and two special meetings during FY19. The table below shows director attendance at these Board

meetings and committee member attendance at committee meetings. Sub-committees of the Board also met regularly throughout the year

to consider matters of special importance.

BOARD

SPECIAL BOARD

MEETINGARMCHRCCNOMS

Total number of meetings held82564

Alison Barrass82–64

Paul Berriman825–4

Alison Gerry

1

6242

Pip Greenwood825–4

Ido Leffler82–44

Simon Moutter80–––

Charles Sitch825–4

Justine Smyth825

2

64

1 Ms Gerry ceased to be a director on 13 May 2019.

2 Ms Smyth attended ARMC meetings in an ex officio capacity.

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Spark New Zealand Annual Report 2019Bringing the future faster

Director independence and interests

The Board has determined, based on information provided by directors regarding their interests, that at 30 June 2019 Ms Barrass,

Mr Berriman, Ms Greenwood, Mr Leffler, Mr Sitch and Ms Smyth were independent. The criteria for determining director independence

and conflict of interest may be found in the Board Charter at: https://www.sparknz.co.nz/about/governance.

Directors made the following entries in the Interests Register for FY19:

• Directors disclosed, pursuant to section 140 of the Companies Act 1993, interests in the following entities during FY19:

DIRECTORENTITYRELATIONSHIP

Alison BarrassGough Group

Tom & Luke Holdings Limited

Methven Limited

GWA Group Limited

Rockit Irongate Limited

Ceased to be a director

Director and Chair

Ceased to be a director

Director

Director

Pip GreenwoodRussell McVeagh

Westpac New Zealand Limited

The a2 Milk Company Limited

Ceased to be Interim CEO and ceased to be Partner

Director

Director

Ido LefflerBeach House GroupCeased to be Chair but remains a director

Charles SitchMelbourne Cricket Club

Apiam Animal Health Limited

Ceased to be a committee member

Ceased to be a Board member

• Directors disclosed, pursuant to section 148 of the Companies Act 1993, the following acquisitions and disposals of relevant interests in

Spark shares during FY19:

NAMEDATE NATURE OF TRANSACTIONCONSIDERATION

NUMBER OF

SHARES

Simon Moutter2 August 2018Transfer of ordinary shares to be held in custody

for the MJ Taylor Family Trust

Nil 4,169

24, 27 & 28 August 2018Sale of ordinary shares$579,085.35150,000

19 September 2018Grant of restricted ordinary sharesServices to Spark 168,907

19 September 2018Reclassification of redeemable ordinary shares

to ordinary shares

Services to Spark98,946

19 September 2018Grant of redeemable ordinary sharesServices to Spark99,058

26 September 2018Unrestricting of restricted ordinary sharesServices to Spark 203,111

• Directors disclosed, for the purposes of section 162 of the Companies Act 1993, insurance effected for Spark’s directors and senior

managers for the 12-month period from 1 June 2019 and deeds of indemnity provided to all directors and specified senior managers

of Spark.

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102

Corporate governance disclosures

Shareholdings

As at 30 June 2019 there were 1,836,191,581 Spark ordinary shares on issue, each conferring to the registered holder the right to one vote

on a poll at a meeting of shareholders on any resolution, held as follows:

SIZE OF HOLDINGNUMBER OF HOLDERS

1

%NUMBER OF SHARES%

1-1,00012,33630.826,428,5710.35

1,001-5,00016,92542.2844,075,4762.40

5,001-10,0005,83714.5843,245,6642.36

10,001-100,0004,73011.82108,659,7435.91

100,001 and over2000.501,633,782,12788.98

Total40,028100.001,836,191,581100.00

1 Includes 1,755,862 shares on issue held by Spark Trustee Limited on behalf of 40 holders for the Spark Long-Term Incentive Plan (as further described in note 6.2 of the financial

statements). There are 603,987 shares on issue held by Spark Trustee Limited on behalf of 845 holders for Spark Share.

As at 30 June 2019 there were 191,016 redeemable ordinary shares on issue held by the Managing Director. Redeemable ordinary shares

and shares held under Spark Share have the same voting rights as ordinary shares (but are subject to restrictions regarding disposal).

Restricted ordinary shares are issued to Spark employees as part of Spark’s LTI schemes. Further information on these schemes is contained

in note 6.2 of the financial statements and from page 34 of this report.

The 20 largest registered holders of Spark shares at 30 June 2019 were:

NAME

1

NUMBER OF SHARES%

1.HSBC Nominees (New Zealand) Limited

2

423,200,41723.05

2.HSBC Nominees (New Zealand) Limited

2

251,763,91213.71

3.JP Morgan Chase Bank198,461,22210.81

4.Citibank Nominees (NZ) Limited135,917,5037.40

5.HSBC Custody Nominees (Australia) Limited63,074,9183.44

6.Accident Compensation Corporation52,187,5892.84

7.National Nominees New Zealand Limited49,821,9832.71

8.Cogent Nominees Limited42,966,9962.34

9.New Zealand Superannuation Fund Nominees Limited36,756,7622.00

10.Tea Custodians Limited32,907,5561.79

11.Citicorp Nominees Pty Limited27,896,2421.52

12.BNP Paribas Nominees NZ Limited

3

25,699,6801.40

13.FNZ Custodians Limited23,924,8801.30

14.National Nominees Limited21,875,6611.19

15.BNP Paribas Nominees NZ Limited

3

21,423,484,1.17

16.JP Morgan Nominees Australia Pty Limited21,113,3481.15

17.Premier Nominees Limited20,799,6041.13

18.JB Were (NZ) Nominees Limited13,477,8470.73

19.New Zealand Depository Nominee Limited11,726,6700.64

20.Cogent Nominees (NZ) Limited 11,487,2940.63

1. The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been reallocated to the applicable members.

2. Has a different holder identification number to the other HSBC Nominees (New Zealand) Limited entry.

3. Has a different holder identification number to the other BNP Paribas Nominees NZ Limited entry.

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Spark New Zealand Annual Report 2019Bringing the future faster

According to substantial holder notices, as at 30 June 2019 the substantial holders in Spark were as follows:

NAME

NUMBER OF

ORDINARY SHARES

% OF ORDINARY

SHARES ON ISSUE

1

Blackrock Investment Management (Australia) Limited137,946,7717.51

The Vanguard Group, Inc95,668,0545.21

1 Based on issued share capital of 1,836,191,581 as at 30 June 2019.

As at 30 June 2019 directors, or entities related to them, held relevant interests (as defined in the Financial Markets Conduct Act 2013) in

Spark shares as follows:

RELEVANT INTEREST IN SPARK SHARES AT 30 JUNE 2019

NAMENUMBER%

1

Alison Barrass37,2000.002

Paul Berriman20,0000.0011

Pip Greenwood––

Ido Leffler10,0000.0005

Simon Moutter2,541,119

2

0.1384

Charles Sitch13,9340.0008

Justine Smyth350,201

3

0.0191

1 Each percentage stated has been rounded to the nearest 1/1,000th of a percent.

2 Includes 1,827,395 ordinary shares, 191,016 redeemable ordinary shares, 518,539 restricted ordinary shares and 4,169 ordinary shares held in custody for the M J Taylor Family Trust.

3 Relevant interest in beneficial ownership of 350,201 ordinary shares held by Miksha Trust.

All non-executive directors are expected to hold Spark shares. Subject to personal circumstances (that should be discussed with the Chair or,

in the case of personal circumstances of the Chair, with the Chair of the ARMC, as appropriate), there is an expectation that each non-

executive director will purchase and hold an amount of shares that are at least equivalent in value to the non-executive director base

member fee as at the date of their appointment or, in the case of directors appointed before 1 July 2017, as at 1 July 2017. Shares are to be

purchased within a three-year period from the date of appointment or, in the case of directors appointed before 1 July 2017, within a

three-year period from that date. To assess whether this expectation has been met the aggregate purchase price for all shares acquired, less

the aggregate sale price for all shares disposed (if any), is used to calculate value.

Spark New Zealand Annual Report 2019Bringing the future faster
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104

Corporate governance disclosures

Subsidiary company directors

The following people held office as directors of subsidiary companies at 30 June 2019. Alternate directors are indicated with an (A).

SUBSIDIARY COMPANYPRINCIPAL ACTIVITYCURRENT DIRECTORS

DIRECTORS WHO

RETIRED DURING

THE YEAR

Computer Concepts LimitedIT infrastructure and Cloud services M Anastasiou, D Chalmers, J Hodson

Digilife New Zealand LimitedHome securityD Werder, M Stribling

Digital Island LimitedBusiness telecommunications

provider

D Chalmers, J Hodson

Gen-i Australia Pty LimitedProvides outsourced

telecommunications services

F Evett, I Hopkins

Gen-i LimitedHolding companyJ Hodson, S KnightM Anastasiou

Lightbox New Zealand LimitedSubscription video-on-demand

service

D Chalmers, M BainG McBeath

Qrious LimitedBig data analytics businessD Chalmers, N Morris

Revera LimitedIT infrastructure and data centre

provider

M Anastasiou, D Chalmers, J Hodson

Spark Finance LimitedGroup finance companyM Anastasiou, D Chalmers,

M Sheppard, D Werder

Spark New Zealand Cables LimitedInvestment companyM Sheppard, C Fraser

Spark New Zealand LS LimitedLightbox Sport limited partnershipD Chalmers, J Hodson

Spark New Zealand Trading LimitedProvides local, national and

international telephone and data

services

M Anastasiou, D Chalmers, J Hodson C Barber, M Beder

Spark Retail Holdings LimitedRetailer of telecommunications

products and services

M Anastasiou, D Chalmers

Spark Trustee LimitedTrustee companyM Anastasiou, D Chalmers

TCNZ Australia Investments Pty LimitedAustralian operationsF Evett, I Hopkins

TCNZ (Bermuda) LimitedHolding companyD Havercroft, A Dyer-Fagundo,

J Wesley-Smith, A Pirie (A),

M Stribling (A)

TCNZ Financial Services LimitedInvestment companyM Anastasiou, F Evett

TCNZ (United Kingdom) Securities LimitedHolding/Investment companyF Evett, M Palmer, J Reader

Teleco Insurance LimitedGroup insurance companyM Beder, A Dyer-Fagundo, D Werder,

M Anastasiou (A), F Evett (A)

Teleco Insurance (NZ) LimitedMobile phone insuranceD Werder, R Quince

Telecom Capacity LimitedHolding companyD Chalmers, J Wong

Telecom Enterprises LimitedInvestment companyM Anastasiou, D Chalmers

Telecom New Zealand (UK) Enterprises

Limited

Holding/investment companyF Evett, M Sheppard

Telecom New Zealand USA LimitedProvides international wholesale

telecommunications services

D Werder, J WongM Laing

Telecom Pacific LimitedHolding companyM Anastasiou, M Sheppard

Telecom Southern Cross LimitedHolding companyM Anastasiou, D Chalmers

Telecom Wellington Investments LimitedInvestment companyM Anastasiou, F Evett

Telegistics LimitedMobile phone repair and equipment

distribution

R Singh, D Reeve, C Fletcher,

R Adams

R Morris, S

Titherington

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Spark New Zealand Annual Report 2019Bringing the future faster

External initiatives and membership of associations

External initiatives Spark subscribes to or endorses

• Spark became a founding member of the Climate Leaders Coalition (CLC) in July 2018. CLC is a group of CEOs who collectively have

committed to taking voluntary action on climate change by measuring and publicly reporting on their emissions and setting an absolute

target for reducing emissions in line with the Paris Agreement.

• Spark has committed to a government-accredited voluntary Product Stewardship scheme for mobile phones, which is actioned by the

Re:Mobile initiative (see page 23 of this Report).

Spark was an active member of the following associations

in FY19:

New Zealand Internet Task Force

International Telecommunication Union (Radiocommunication Sector membership)

NZ Tech (including Internet of Things Alliance and AI Industry Forum)

Business NZ

Sustainable Business Council

Aotearoa Circle

Global Women

Telecommunications Forum

GSM Association (GSMA)

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106

Managing risk framework roles and responsibilities

Managing risk framework roles and responsibilities

Managing risk framework roles and responsibilities

ACTIVITY PERFORMED

BOARD

& ARMC

LEADER-

SHIP

SQUAD RISK

LEGAL

(DIGITAL

TRUST)

ORG

UNIT

LEADS

CENTRE OF

EXCELLENCE

LEADS

POLICY

OWNERS

ALL

SPARK

PEOPLE

Approves the Managing Risk Policy


Monitors the managing risk framework


Reviews principal risk dashboard (quarterly)


Performs other items from its charter


Prepares strategy and annual plan


QBR process and next 90-day priorities


Coaches and guides Leads


Owner for principal risks


Designs and continuously improves the managing

risk framework


Helps the business apply the framework


Profiles the principal and next 90-day risks for LS and

ARMC


Helps Leads to capture their risks for the QBR Memo


Executes Internal Audit plan (objective assurance)


Designs and continuously improves the

empowerment framework


Creates empowerment & and functional

guidance kits


Oversees essential policies and webpage


Creates and delivers training modules


Use the Empowerment and Managing

Risk Frameworks


Understand and adhere with the essential policies


Maintain view of risks for OKRs and fill in QBR Memo


Provide input into principal risk process


Escalate risks to LS or Risk Team (if required)


Review risk sections in QBR packs across Spark


Maintain view of risks for their OKRs and fill in QBR


Support Leads to manage identified risks


Provide input into principal risks


Maintain policy and guidance material


Complete assessments of effectiveness


Participate in policy owner working groups


Follow this framework and the essential policies


Make informed decisions after assessing the benefits

and risks

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Spark New Zealand Annual Report 2019Bringing the future faster

Materiality assessment

To prioritise Spark’s reporting on sustainability topics we have followed GRI’s materiality principle, set out in GRI 101 to identify and prioritise

topics which substantively influence the assessments and decisions of stakeholders or have a significant environmental, social or economic

impact. Our assessment of material topics included an analysis of stakeholder feedback, a review of industry peers, external expert opinion

and Spark’s view of topics meeting the GRI materiality principle criteria. Our identification and assessment of material topics is presented in

the matrix below.

• Data privacy and security

• Customer experience

• Financial performance

• Innovation and investment

• Ethical behaviour

• Future of work

• Digital inclusion

• Health, safety & wellbeing

• Responsible and fair use of our

products and services

• Disaster and crisis response

• Product stewardship

• Adaption to physical risk from

climate change

• Leveraging services for community/

environmental outcomes

• Ta x

• Operational footprint

• Community investment

• Infrastructure impact

• Responsible employment practices

• Diversity and inclusion

• Regulation

• Competition

• Ethical supply chain and

procurement practices

SIGNIFICANCE OF ECONOMIC, ENVIRONMENTAL AND SOCIAL IMPACTS

INFLUENCE ON STAKEHOLDER ASSESSMENTS AND DECISIONS

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108

Stakeholder engagement

Stakeholder engagement

Over the year Spark has engaged with a broad range of stakeholders, as detailed in the table below. We also engaged with some

stakeholders specifically for the purposes of seeking feedback on this report. In selecting the stakeholders we engaged with, we are guided

by the definition set out in GRI 101: “entities or individuals that can reasonably be expected to be significantly affected by the organisation’s

activities, products, or services; or whose actions can reasonably be expected to affect the ability of the organisation to implement its

strategies or achieve its objectives”.

STAKEHOLDER GROUPHOW WE ENGAGED

Spark employeesRegular engagement through eNPS (employee net promoter score) methodology.

Comprehensive programme of internal communication and engagement from Leadership Squad

(through roadshows and online channels).

Engagement with cross-section of employees in the preparation of this report.

ShareholdersRegular engagement with investors, including:

• Semi-annual earnings announcements, together with semi-annual post result investor briefings;

• Semi-annual shareholder newsletters;

• The Annual meeting, which allows shareholders a chance to ask questions directly of the Spark Board

– either in person, on the phone or via an online channel;

• Regular offshore investor road shows; and

• Periodic investor strategy briefings.

We engaged with two large, institutional investors and two sell-side analysts during the preparation of

this report to ask for specific feedback on their requirements.

SuppliersWe have ongoing conversations with our suppliers – both informal and formal.

Customers We seek regular feedback from customers on their experiences with us and their views of Spark as a

business through our Net Promoter Score methodology and through our Voice of the Customer

programme.

MediaSpark responds to hundreds of media enquiries every year and runs a proactive programme of

engagement with key members of New Zealand’s media.

Local communitiesSpark engages with local communities affected by our activities, in particular where we are building

new network infrastructure.

Community partnersSpark Foundation seeks feedback and input from our community partners on an ongoing basis,

including specific feedback as part of our preparation of this report.

Industry organisationsSpark engages with a number of industry organisations, representing the technology community and

telecommunications users.

We sought specific feedback from industry leaders in the process of preparing this report.

Stakeholder engagement

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Spark New Zealand Annual Report 2019Bringing the future faster

Note: CGS refers to Spark’s Annual Corporate Governance Statement, which may be found here https://www.sparknz.co.nz/about/

governance.

DisclosureSummaryPage number and/or URLOmissions and explanations

GRI 102: General disclosures 2016

102-1Name of the organisation44

102-2Activities, brands, products and services14–19, 104

102-3Location of headquarters44

102-4Location of operations87

102-5Ownership and legal form44

102-6Markets served6-9, 14-17

102-7Scale of the organisation4, 12-13, 41,

102-103

Please also see FY19 Detailed Disclosures and

FY19 Results Summary documents, at

http://investors.sparknz.co.nz/Investor-Centre/

102-8Information on employees and other workers98Spark uses specialist resources and providers to

perform some IT services and call centre

activities.

102-9Supply chain33

102-10Significant changes to the organisation and

its supply chain

There were no significant changes in FY19.

102-11Precautionary principle or approach32

102-12External initiatives105

102-13Membership of associations105

102-14Statement from senior decision-maker6–9

102-16Values, principles, standards and norms of

behaviour

10, 15, 20-21, 33,

CGS Principle 1

102-18Governance structure28-29, 32, CGS

Principles 2, 3 and 4

102-40List of stakeholder groups108

102-41Collective bargaining statementsIn FY19 less than 1% of Spark employees were

covered by collective bargaining agreements.

102-42Identifying and selecting stakeholders108

102-43Approach to stakeholder engagement108

102-44Key topics and concerns raised108

102-45Entities included in the consolidated financial

statements

44, 104

102-46Defining report content and topic boundaries11, 107, 108

102-47List of material topics11, 107

102-48Restatements of information44-45, 47-51

102-49Changes in reportingThere were no changes in reporting as FY19 was

the first year Spark used GRI standards.

102-50Reporting periodThis report covers the period 1 July 2018 to

30 June 2019.

102-51Date of most recent reportSpark’s most recent report was our 2018 Annual

Report published 21 August 2018. We also

published our half-year financial results on

20 February 2019.

102-52Reporting cycleSpark publishes a full report annually and

publishes our financial results twice a year –

in August and in February.

102-53Contact point for questions relating to the

report

Investor-info@spark.co.nz

102-54Claims of reporting in accordance with GRI

standards

11

102-55GRI content index109-111

102-56External assurance11

Global Reporting Initiative (GRI) content index

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Global Reporting Initiative (GRI) content index

DisclosureSummaryPage number and/or URLOmissions and explanations

GRI 200 Economic Standard Series

202Market presence 2016

103Management approach 201620-21

202-1Ratios of standard entry-level wage by gender

compared with local minimum wage

In FY19 less than 1% of permanent or fixed term

Spark employees were paid minimum wage

across New Zealand. The local minimum wage is

not variable.

202-2Proportion of senior management hired from

the local community

All Spark’s Leadership Squad were either in

New Zealand when they were hired or were

New Zealanders returning from offshore.

206Anti-competitive behaviour 2016

103Management approach 201615

206-1Legal actions for anti-competitive behaviour,

anti-trust and monopoly practices

15

GRI 300 Environmental Standard Series

305Emissions 2016

103Management approach 201622-23

305-1Direct (Scope 1) emissions22-23In collecting activity data to calculate scope 1

and scope 2 emissions, Spark has used:

– ISO 14064-1

– New Zealand Guidance for Voluntary,

Corporate Greenhouse Gas Reporting

– The Greenhouse Gas Protocol: A Corporate

Accounting and Reporting Standard (Revised

Edition)

305-2Energy indirect (Scope 2) emissions22-23Electricity emissions are calculated based on

grid electricity consumption and the

transmission and distribution losses emission

factor as described in: Ministry for the

Environment Measuring Emissions: A Guide for

Organisations: 2019 detailed guide. Wellington:

Ministry for the Environment.

305-3Other indirect (Scope 3) emissions22-23

308Supplier environmental assessment 2016

103Management approach 201633

308-1New suppliers that were screened using

environmental criteria

33

308-2Negative environmental impacts in the supply

chain and actions taken

33

GRI 400 Social Standard Series

401Employment 2016

103Management approach 201620–21

401-1New employee hires and employee turnover99

401-2Benefits provided to full-time employees that

are not provided to temporary or part-time

employees

21, 100

401-3Parental leave21, 99

402Labour/management practices 2016

103Management approach 201620-21

402-1Minimum notice periods regarding

operational changes

Spark consults with employees at least 1 month

in advance of implementing significant

operational changes.

Global Reporting Initiative (GRI) content index

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Spark New Zealand Annual Report 2019Bringing the future faster

DisclosureSummaryPage number and/or URLOmissions and explanations

GRI 400 Social Standard Series (continued)

405Diversity/equal opportunity 2016

103Management approach 20168, 20-21, 28

405-1Diversity of governance bodies and

employees

20-21, 28, 98

405-2Ratio of basic salary and remuneration of

women to men

98

414 Supplier social assessment 2016

103Management approach 201633

414-1New suppliers that were screened using

social criteria

33

414-2Negative social impacts in the supply chain

and actions taken

33

417Marketing and labelling 2016

103Management approach 201615-16

417-3Incidents of non-compliance concerning

marketing communications

15-16

418Customer privacy 2016

103Management approach 201615-16

418-1Substantiated complaints concerning

breaches of customer privacy and losses of

customer data

15-16

Spark New Zealand Annual Report 2019Bringing the future faster
112

Glossary

Glossary

Glossary

3Gthird-generation mobile network as defined by the International Telecommunications Union.

4Gfourth-generation mobile network as defined by the International Telecommunications Union.

5Gfifth-generation mobile network as defined by the International Telecommunications Union.

ADRan American Depositary Receipt.

ARMCthe Audit and Risk Management Committee.

ARPUAverage Revenue per User

ASXthe Australian Securities Exchange.

CCLComputer Concepts Limited.

CCNConverged Communications Network.

CompanySpark New Zealand Limited.

EBITDAIearnings before finance income and expense, income tax, depreciation, amortisation and net investment income.

EMFsElectromagnetic fields

eNPSemployee Net Promoter Score and is our measure of employee satisfaction.

GRIthe Global Reporting Initiative.

Groupthe Group in relation to these financial statements, which are prepared for Spark New Zealand Limited (the

Company) and its subsidiaries (together the Group).

HRCCthe Human Resources and Compensation Committee.

IoTthe Internet of Things.

IFRSInternational Financial Reporting Standards.

LT ELong-Term Evolution.

LT ILong-Term Incentive, which is part of Spark Leadership Team and Managing Director and CEO remuneration.

NOMsthe Nominations and Corporate Governance Committee.

NPSNet Promoter Score.

NZ GAAPGenerally Accepted Accounting Practice in New Zealand.

NZ IASNew Zealand International Accounting Standard.

NZ IFRSNew Zealand Equivalent to International Financial Reporting Standards.

NZXNZX Limited.

OTNOptical Transport Network.

PSTNPublic Switched Telephone Network.

RWCthe 2019 Rugby World Cup.

SMESmall and medium enterprise

Southern CrossSouthern Cross Cables group of companies, which consists of two sister companies, Southern Cross Cables

Holdings Limited and Pacific Carriage Holdings Limited and their subsidiaries.

SRANSingle Radio Access Network.

STIShort-Term Incentive, which is part of Spark Leadership Team and Managing Director and CEO remuneration.

TSRTotal Shareholder Return and is a measure of share price appreciation and dividends paid over a given period.

QBRQuarterly Business Review

Contact details
Spark New Zealand Limited

ARBN 050 611 277

Registered office

Level 2

Spark City

167 Victoria Street West

Auckland 1010

New Zealand

Ph +64 4 471 1638 or 0800 108 010

Company secretary

Silvana Roest

For more information

For enquiries about transactions, changes of address or dividend payments contact the share registries below.

New Zealand registry

Link Market Services Limited

Level 11 Deloitte Centre

PO Box 91976

80 Queen Street

Auckland 1142

Ph +64 9 375 5998 (investor enquiries)

Fax +64 9 375 5990

enquiries@linkmarketservices.com

www.linkmarketservices.co.nz

Australian registry

Link Market Services Limited

Level 12

680 George Street

Sydney NSW 2000

Australia

Locked Bag A14

Sydney South NSW 1235

Australia

Ph +61 1300 554 484 (investor enquiries)

Fax +61 2 9287 0303

registrars@linkmarketservices.com.au

www.linkmarketservices.com.au

United States registry

Computershare Investor Services

P.O. Box 505000

Louisville, KY 40233-5000

United States of America

Ph +1 888 BNY ADRS (+1 888 269 2377) or

+1 201 680 6825 (from outside the

United States)

shrrelations@cpushareownerservices.com

www-us.computershare.com/investor

For enquiries about Spark’s operating and financial performance contact:

investor-info@spark.co.nz

Investor Relations

Spark New Zealand Limited

Private Bag 92028

Auckland 1142

New Zealand

investors.sparknz.co.nz

insight

creative.co.nz


SPARK038

08/19

investors.sparknz.co.nz
ARBN 050 611 277

---

DRAFT

FY19 Result Highlights
Clear strategy with strong execution and greater customer focus leading to EBITDAI

(1)

margin of 30.9%; up 2.2pp since

FY17. On plan to deliver financial aspirations communicated as part of three-year strategy in June 2017

Improving customer experience through better digital journeys. Grew usage of MySparkapp by 18% and delivered a further

33.8% reduction in customer care voice interactions whilst improving interaction NPS

(2)

by 14 points -now at its highest level

since 2015

Winning inmobile, securing over 60% of total FY19 market growth across both service revenue and connections

(3)

. Growth

in ‘unlimited’ plans; resulting in highest connection share since 2012

Cloud, security and service management revenues grew by 8.1%. Merged CCL and Reverato create NZ’s largest IT services

business while launching Leaven; a new consultancy business to help customers accelerate their adoption of cloud and

digital services

Spark Sport launched in March 2019, from a standing start less than a year earlier, with preparations on track to successfully

deliver Rugby World Cup 2019

Accelerating transition to wireless through growth in wireless broadband and wireless voice services, with material

investments in mobile capacity, content delivery network and fibre backhaul in preparation for 5G and to accommodate

growing customer demand for streaming services and data. 5G readiness progressing strongly. More than 2,700 visitors

through the 5G innovation lab and a range of customers already testing applications. Biggest dependency for launch of 5G

commercial services is spectrum availability

Agile operating model successfully embedded across the entire company, with excellent employee engagement providing a

strong platformfor ongoing improvements in customer service delivery and faster, more efficient product development

Committed to being a recognised sustainability leader in New Zealand. New sustainability strategy focuses on improving

digital inclusion, fairness and equity and reducing Spark’s environmental impact

Dividend maintained at 25 cents per share for FY20 (at least 75% imputed) supported by growing confidence in cash flow

generation; subject to no adverse change in operating outlook

(1)

Earnings before finance income and expense, income tax, depreciation, amortisation and net investment income (EBITDAI) is a non-Generally Accepted Accounting Practice

performance measure that is defined and reconciled in Spark New Zealand’s Annual Report

(2)

Interaction net promoter score is an index ranging from -100 to 100 that measures the willingness of a customer to recommend a company to others, based on their most recent

interaction with that company

(3)

Estimated market growth sourced from IDC

2

Outstanding
customer

experience

Improvements across most key NPS

(1)

measures –with many above +30.

However market NPS remains below

target

Improvement

needed

Holding

market share

Sustained connection and revenue share

growth in mobile, and a return to revenue

growth in broadband

On track

Lowest cost

operator

$75m reduction in labour costs since

FY17. Delivered through Quantum

programmefocused on digitisation,

automation and simplification

On track

Growing key

markets

Sustained growth in mobile, broadband,

cloud, security and service management

On track

To p d e c i l e

culture

Employee NPS above +30. Diversity and

inclusion programmes now also

embedded into recruitment and

development practices

On track

To p 1 0 g l o b a l

telco ROI

EBITDAI growth of 8% between FY17 and

FY19 –while maintaining annual capital

expenditure of ~$415m

FY19 Performance

Three Year Plan Objectives

Significant progress made against the areas of focus communicated at Spark’s

June 2017 Investor Day

(1)

Net Promoter Scoreis an index ranging from -100 to 100 that measures the willingness of an employee or customer to recommend a company to others

3

Revenue

0-2% CAGR

On track

EBITDAI

at least 31% margin

On track

Dividend

Sustainable total dividend

of 25cps or above that is

not supplemented by debt

On track

A clear and ambitious set of strategic priorities have been set for FY20; the final
year of the three year plan communicated at Spark’s June 2017 Investor Day

Strategy Update

Bringing the future faster to New Zealand

4

Environmental protection
•Targeting a 25% reduction in CO

2

emissions on FY16 levels

by 2025. FY19 carbon emissions remained higher than FY16

but improvement in energy efficiency now expected

following completion of five-year SRAN project and closure

of 25% of PSTN network

•Introduced 30 new Mini Countrymen plug-in hybrid electric

vehicles (PHEV) to our fleet. By December 2019 more than

30% of core corporate vehicle fleet will be PHEV or EV

•Founding member of Climate Leaders Coalition. Focused on

reducing emissions -across our ecosystem –with suppliers

and customers

Tr u s t a n d t r a n s p a re n c y

•In FY19 moved to a combined Annual and ESG report

which uses the Global Reporting Initiative (GRI) framework.

A stepping stone towards full adoption of Integrated

Reporting in FY20

•Reporting against NZX Corporate Governance Code

A prosperous New Zealand

•Continue to focus on long term business sustainability;

resulting in ongoing EBITDAI and earnings growth

•Helping drive New Zealand’s growth as a nation, through

investment in strong and adaptable infrastructure via the

rollout of IoT networks and our preparations for 5G

Strategy Update

Lead on Sustainability

(1)

Sustainability strategy focused on areas that are material to Spark’s business

(1)

For more information on Spark’s environmental, social and governance efforts please see Spark’s Annual Report which can be foundon our Investor Centre website:

investors.sparknz.co.nz

(2)

Spark Jump: heavily subsidised broadband for families with school-aged children who cannot access broadband due to affordabilityissues

Fairness and inclusion

•More than 3k families now connected with subsidised

broadband via Spark Jump programme

(2)

•Spark Foundation has established long-term partnerships

with four community initiatives seeking to effect meaningful

social impact and systems change in digital access, skills and

capabilities

•More than 3,000 staff have made a Blue Heart pledge to

demonstrate personal commitment to promoting diversity

and inclusion in the workplace -up 11% on prior year

•Staff-led mental health programme, Head First, recognised

as a finalist in the 2019 Diversity Works NZ awards taking

place on 28 August 2019

5

(1)
Investment in network scaling has been informed by rigorous modelling including independent verification by Bell Labs

Focused on commercial returns, with regard to

appropriate capital management

Beta launch in March 2019; ex-beta from late July

having already:

•Strengthened platform and end-to-end content

delivery chain;

•Expanded accessibility through smart TV apps and

partnerships;

•Delivered approximately 800 sporting events and

12,000 hours of linear channels; and

•Rapidly improved live event performance with

availability at 99.9% in May, June and July 2019

Focus post Rugby World Cup will be on transitioning

viewers into Spark Sport subscribers with a range of

sports content including Premier League and F1

Will maintain a disciplined and considered approach

towards future sports rights

Creating New Zealand’s premier sports

streaming business

Spark’s delivery of RWC is already proving to be the

catalyst for widespread adoption of sports streaming in

New Zealand

•Extensive education programme in flight to

encourage New Zealanders to have in-home set up

streaming-ready in advance of kick off

•Spark Sport platform already put to the test with key

content including Premier League

•Significant investment made in networks

(1)

including

the upgrade of 100’s of mobile cell sites and

extension of the content delivery network

Preparations for successful delivery of Rugby World Cup now in education

phase; focused on helping customers transition to a sports streaming model

6

Strategy Update

Spark Sport

On-track to successfully deliver RWC 2019

Shareholder negotiations ongoing but expect Southern
Cross Next cable build to proceed

Proposed structure will result in Spark’s holding in

Southern Cross being diluted as a result of Telstra

becoming a shareholder

Southern Cross estimates build costs to be ~USD$300m,

funded via a combination of:

1.Debt held by Southern Cross;

2.Further equity investment phased across FY20, FY21

and FY22; and

3.Retention of dividend streams from the existing cable

during build phase –with no dividends expected to be

received in FY20 and FY21

Expect dividend receipts to resume from FY22. Will grow

over time, but to more modest levels of return than

historically generated

61

50

15

00

0

20

40

60

80

FY 17FY 18FY 19FY 20

Estimate

FY 21

Estimate

Dividends received from Southern Cross (NZD m)

Lightbox has been an important part of Spark’s value-added

strategy via bundled offers to customers, but its continued

success will require ongoing investment, especially in

content

In March 2019 announced intention to find a media partner

to help grow the Lightbox entertainment business

Formal process progressing with multiple parties engaged;

will update the market as appropriate

7

Lightbox

Strategy Update

Other Investments

Southern Cross Next cable

Strategy Update
Creating a wireless future: 5G Update

Moving at pace towards 5G to keep ahead of growing customer demand for

more data at faster speeds; and in support of broader innovation and new

services

8

Network preparations

progressing well

Leading the market in mobile

investment and Internet of Things

networks to provide customers with

world-class service and innovative

products

Completing vendor selection for

the build of Spark’s 5G network with

an extensive roll-out programme

already in place

Will take a multi-vendor approach

to 5G. Rollout plans will not be

impacted by decisions beyond

Spark’s control around Huawei’s

participation

Auction of spectrum is a critical

enabler for all operators

Expect consultation on spectrum

auction process to continue through

the second half of 2019, with

spectrum now assumed to be

auctioned in late 2020

Government understands the need

to enable early access to 3.5GHz

spectrum for 5G use -ahead of

delayed auction

Spark is well-placed to take part in

5G spectrum allocation and has

already secured test spectrum which

is being used to help Kiwi

businesses showcase their

capabilities to the world

Already working with New

Zealand businesses to identify

and develop applications

More than 2,700 visitors have been

through Spark’s 5G innovation lab

with a range of range of applications

already tested with customers

Working with a diverse range of

customers, such as Emirates Team

New Zealand and Paymark, to help

them discover the possibilities that

5G could enable

FY19 Performance
Financial Summary

(1)

EBITDAI of $1,090m, up $109m or 11.1% on reported prior year EBITDAI, and towards the top-end

of guidance

•Excluding $49m of Quantum implementation costs incurred during FY18, EBITDAI was up $60m

or 5.8% on prior year

Revenues flat on prior year, despite moderated growth across mobile, cloud, security and service

management, increased EBITDAI was underpinned by $109m or 4.3% reduction in total reported

operating expenses delivering a 3.1pp increase in EBITDAI margin to 30.9%

NPAT growth of $44m or 12.1% versus reported prior year NPAT, or $9m (2.2%) on adjusted prior

year NPAT. EBITDAI growth partially offset by:

•Net investment income decline of $33m; FY19 Southern Cross dividend of $15m as projected -

down $35m on prior year;

•Increase in finance expenses of $8m or 10.4% on higher average net debt; and

•Increase in tax expenses of $30m or 21.4% due to increased earnings and the impact of lower

investment income

In line with expectation, net debtgrowth moderated during H2 -up a further $26m -resulting in

total net debt

(2)

growing by $160m to $1,316m

•Net debt to EBITDAI ratio of 1.21x is consistent with Spark’s commitment to ensure that reported

net debt

(1)

to EBITDAI does not exceed 1.4x on a long-run basis

H2 FY19 total dividend per share of 12.5c will be made up of a 75% imputed ordinary dividend per

share of 11.0c and a 75% imputed special dividend per share of 1.5c

(1)

All movements are comparative to restated results for the year ended, or as at, 30 June 2018 following the adoption of NZ IFRS 15 and NZ IFRS 16

(2)

Reported net debt at hedged rates as reconciled in note 4.4 of the financial statements in Spark’s FY19 Annual Report

$109m

11.1%

EBITDAI

movement

vs. reported FY18

$44m

12.1%

NPAT

movement

vs. reported FY18

Strategic and operational execution delivering excellent financial and market

share results. On track to achieve key EBITDAI margin and dividend aspirations

9

FY19 Performance
Financials

FY19

$m

FY18

$m

CHANGE

Operating revenues3,5333,533-

Operating expenses(2,443)(2,552)(4.3%)

Reported EBITDAI1,09098111.1%

Finance income37355.7%

Finance expense(85)(77)10.4%

Depreciation and amortisation(477)(481)(0.8%)

Net investment income1447(70.2%)

Net earnings before tax expense57950514.7%

Tax expense(170)(140)21.4%

Net earnings after tax expense40936512.1%

Adjusted EBITDAI

(1)

1,0901,0305.8%

Adjusted net earnings after tax expense

(2)

4094002.2%

Capital expenditure4174131.0%

Free cash flow

(3)

292299(2.3%)

Reported EBITDAI margin30.9%27.8%3.1pp

Adjusted EBITDAI margin30.9%29.2%1.7pp

Reportedeffective tax rate29.4%27.7%1.7pp

Capital expenditure to operating revenues11.8%11.7%0.1pp

Reported Earnings per Share22.3c19.9c12.1%

Adjusted Earnings per Share22.3c21.8c2.3%

Total Dividend per Share25.0c25.0c-

(1)

Adjusted FY18 EBITDAI calculated as: reported EBITDAI of $981m adjusted to exclude Quantum implementation costs of $49m

(2)

Adjusted FY18 net earnings after tax calculated as: reported net earnings after tax adjusted to excludeQuantum implementation costs of $49m lesstax effect on implementation costs of $14m

(3)

Calculated as underlying free cash flow plus movements in working capital

10

FY19 GuidanceFY19 Actual
To t a l r e v e n u e s

$3,530m to $3,600m

$3,533m

EBITDAI

$1,065m to $1,095m

$1,090m

Capital expenditure

(1)

~$410m

$417m

Earnings per share

22c to 23c

22.3c

Dividend per share

To t a l 2 5 . 0 c

at least 75% imputed

To t a l 2 5 . 0 c

75% imputed

FY19 Performance

Guidance

Financial performance on plan, with all guidance metrics met

(1)

Includes purchase of property, plant and equipment, intangible assets and capacity (including Southern Cross) but excludes spectrum purchases and leased customer

equipment assets

11

MeasuresTarget
30 June 2019

Actual

30 June 2019

Technology

evolution

Clear pathway to 5G including spectrumentitlementsby end of H2Solid progress

Proportion of broadband customers off copper60%Achieved

Launch of wireless broadband and Voice over LTE (VoLTE) products to rural

customers using the RuralConnectivity Group (RCG) network

by end of H2Solid progress

PSTN exchange closures completed during FY19at least a further 100 closuresExceeded

Voice-only copper connections substituted to wirelessdouble connections to 30kSolid Progress

Sports media service tested and ready for RWC deliveryby end of H2Achieved

Ways of

working

Full implementation of scaleAgile operating modelby end of H1Achieved

Percentage of Agile squads at or above level 3 Agile maturity80%Solid Progress

Diverse and inclusive workplace showing through in employee NPS7 point liftAchieved

Annualised net labour costs at $470m or lessby end of H1Achieved

Digital and

data adoption

Percentage of new customer journeys implemented digital first85%Achieved

Reductionin monthly Customer Care workload minutes

(1)

10% to 15%Achieved

Winning in

market

Spark consumer market NPS5 pointliftNot Achieved

Total mobile service revenue growth3%Solid Progress

Cloud, security and service management revenue growth10%Not Achieved

Number of Internet of Things products launched4to 6Achieved

Increase in number of customers actively using two or more digital services15%Exceeded

FY19 Performance

Indicators of Success

(1)

Workload minutes defined as interactions answered x average handling time

12

Launch of ‘unlimited’ plans at mass-market price
points driving sustained growth in high-margin

mobile service revenues

Voice and collaboration decline, albeit at a

similar absolute level to prior year, due to:

•Full year revenue impact of a large wholesale

voice customer migration in H2 FY18; and

•Declines in calling minutes as customers

transition to newer digital and mobile services

Continued broadband revenue growth following

removal of upfront acquisition credits and

increase in price of copper plans

Slower than planned growth in cloud, security

and service management due to delays in

onboarding of two key new contracts. However

fundamental drivers of growth remain

Moderated declines in managed data and

networks revenue; with a large number of legacy

connections now migrated to new lower margin

fibre based alternatives

$15m other gains from sale of surplus legacy

mobile network equipment and other sundry

divestments

FY19 Performance

Revenue

Revenue flat on prior year, reflecting moderated growth across mobile, cloud,

security and service management

Revenues FY18 vs FY19 ($m)

3,533 3,533

34

30

20

8

5

(87)

(10)

3,400

3,450

3,500

3,550

FY 1 8VoiceManaged

data &

ne tw orks

MobileCl o ud ,

security &

service

ma nage men t

BroadbandProcurement

& p artn ers

Oth er gai nsFY 1 9

0%

13

FY19 Performance
Operating Expenses

Benefited from full-year impact of Quantum initiatives and further savings

secured through ongoing cost management programmes. Demonstrating

Spark’s ability to deliver cost reductions across all expense categories

2,552

2,503

2,443

18

5

6

(49)

(28)

(3)

(9)

(9)

(2)

(38)

2,400

2,450

2,500

2,550

2,600

FY18Costs of

change

Adjusted

FY18

Voi ceManaged

da ta &

networks

MobileCloud,

sec uri ty &

ser vi ce

ma n a ge me n t

Br oa dba ndProcurement

& partners

Ot her

produc t

Lab ourOt herFY19

(4.3%)

(2.4%)

Expenses FY18 vs FY19 ($m)

Further declines in mobile product

costs due to retail and supply chain

efficiencies

Decrease in voice product costs in-line

with connection loss, partially offset by

increased access charges associated

with growth in fibre connections and

regulated price increases

Benefits from further adoption of

wireless broadband more than

offsetting margin erosion from annual

increases in input prices for both fibre

and copper

Higher cloud, security and service

management product costs to support

ongoing cloud revenue growth

Reduction in net labour costs following

successful implementation of Quantum

initiatives and ongoing cost disciplines

Excluding $49m of Quantum

implementation costs incurred in FY18,

other expenses increased $6m or 1.5%

primarily due to electricity spot-prices

14

FY19 Performance
EBITDAI

Gross margin growth of $28m or

1.4% largely due to:

•Mobile connection and ARPU

growth in the consumer segment,

coupled with benefits of retail and

supply chain efficiencies;

•Further adoption of wireless

broadband services and cessation

of up-front broadband acquisition

credits; and

•Cloud revenue growth

Reported EBITDAI margin of 30.9% -

up 2.2pp since FY17 –is in line with

aspiration outlined in June 2017.

EBITDAI margin expansion driven by:

•Gross margin improvement across

core products;

•Net labour reduction of $38m or

7.4% on prior year following

successful implementation of

Quantum led initiatives;

Partially offset by:

•Ongoing declines across high-

margin voice and legacy data

products

Relentless focus on delivering best cost resulted in $109m or 11.1%

improvement in reported EBITDAI; further expanding margins and profitability

981

1,030

1,090

49

43

12

29

3

2

5

38

(59)

(7)

(6)

950

1,000

1,050

1,100

1,150

FY18Costs of

change

Adjusted

FY18

Voi ce m a rgi nManaged

da ta &

networks

ma r gin

Mobile

ma r gin

Cloud,

sec uri ty &

ser vi ce

ma n a ge me n t

ma r gin

Br oa dba nd

ma r gin

Procurement

& partners

ma r gin

Ot her

ma r gin

Ot her ga insLab ourOt her

operati ng

exp ens es

FY19

+11.1%

+5.8%

EBITDAI FY18 vs FY19 ($m)

15

FY19 Performance
Capital Expenditure

Capital expenditure programme, in support of strategic and operational

initiatives, successfully delivered within targeted envelope of between 11% and

12% of operating revenues

Following completion of major IT

transformation programmes now entering a

less intensive IT investment phase

Recent mobile investment has funded:

•Completion of Spark’s Single RAN

deployment programme;

•Continued site densification to deliver

more capacity and to prepare for RWC

and 5G; and

•A major refresh of Spark’s mobile core

technology

Investment in the multi-year Converged

Communications Network (CCN)

programme peaked in FY18 and FY19 to

progress decommissioning of Spark’s PSTN

network and deployment of a new voice

core

(1)

Mobile includes investment in standalone mobile assets including capacity in support of wireless broadband

(2)

International cable includes capacity purchases on Southern Cross cable and investment in Tasman Global Access cable

(3)

Other includes retailstore refits, Spark Sport, Lightbox, Qrious, and IoT

Capitalexpenditure ($m)FY17FY18FY19

Plant, network, core sustain and resiliency676263

IT systems112113132

Mobile network

(1)

102115118

Cloud423936

Converged Communications Network (CCN)153231

International cable construction and capacity

(2)

3414 12

Other

(3)

433825

Total capital expenditure415413417

Total capital expenditure to operating revenue 11.8%11.7%11.8%

16

FY19 Performance
Working capital

$667m

60%

FY19 cash conversion ratio

(1)

of 87% below expected ratio of 95% due to

unfavourable timing of cash receipts associated with June 2019 asset sales and

revenues

Key components of movement in working capital

(2)

FY19

Device receivable

Slowing rate of growth (versus FY18 increase of $52m) due to

emergence of longer consumer refresh cycles

$29m

Prepayments and accruals

Primarily due to biennial software licence renewals

$10m

IT services contracts

Further on-boarding of customers during FY19, with costs

incurred at the beginning of the contract but recognised over

the life of the contract

$11m

Timing of payables and receivables

Full year movement largely driven by:

•Timing of payments for Quantum implementation

costsrecognised in H2 FY18;

•Timing of receivables associated with June 2019 asset sales

and procurement revenues; and

•Timing of vendor rebate redemptions

Due to the timing of payments to Chorus being linked to

working days, five monthly payments were made during H1

FY19 and seven were made during H2 FY19, resulting in a

~$80m swing in payable and receivable movements between

H1 FY19 and H2 FY19

$66m

Inventory

Largely due to content inventory in support of Spark Sport; with

recognisedvalues only reduced as content is broadcast

$21m

Total$137m

114

7

137

0

20

40

60

80

100

120

140

160

FY 17FY 18FY 19

Movement in working capital

(2)

($m)

(1)

Calculated as net cash flow from operations (excluding tax,

dividend receipts and interest) divided by EBITDAI (excluding

impairments and other gains)

(2)

Calculated as EBITDAI (excluding impairments and other gains)

less net cash flow from operations (excluding tax, dividend

receipts and interest)

Cash conversion

ratio

88%

87%99%

17

FY19 Performance
Net debt

(1)

$667m

60%

Reported net debt

(1)

to EBITDAI stabilised during FY19. Continues to provide

sufficient debt headroom to fund strategic investments

Despite significant EBITDAI growth

during FY19, total dividend top-up

(2)

was in-line with prior year due to

increased working capital

(4)

from

unfavourabletiming of receivables

associated with June 2019 asset sales

and procurement revenues

Successfully completed first

Norwegian Krone debt issuance in

March 2019

(5)

–providing further

diversity to complement existing

domestic and offshore issuances

Currently considering options to

refinance existing long term debt that

is maturing in October 2019

(1)

Net debt at hedged rates as reported in note 4.4of Spark’s FY19 Annual Report

(2)

Dividend top-up calculated as total dividends paid less free cash flow

(3)

Miscellaneous movements includes movements in cash on hand and interest amortisation on debt

(4)

Drivers of movementsin working capital are outlined further on slide 17

(5)

Issuance was converted to NZD using a cross currency interest rate swap

18

1,156

1,323

1,316

30

137

4

(1)

(15)

5

1,050

1,150

1,250

1,350

Net debt as

at 30 June

2018

Div id ends

pa i d l ess

und erlying

fr ee cash

flow

Mo vem ent

in working

capital

Business

acquisitions

and m inority

investments

Pr oce eds

fr om asset

sales

Southern

Cr oss

di v id end

rec ei ved

Misc . ot her

mo vement s

Net debt as

at 30 June

2019

Movement in net debt during FY19 ($m)

$167m

Total dividend

top-up

(3)

Gross margin up $43m or 5.9% on prior year due to growth
in higher margin mobile service revenue, lower sales costs

following the insourcing of retail stores and further migration

away from subsidised plans –with open term plans now

accounting for 98% of consumer pay-monthly base

Service revenue growth of $21m was in-line with prior year

and accounted for more than 60% of total market growth.

Driven by increase in pay monthly connections, up 62k, and

consumer ARPU growth from further migration to ‘unlimited’

and ‘shareable unlimited’ plans

Business ARPU continues to decline due to competitive

pricing pressure and migration off legacy plans towards

‘shareable’ offerings

Ta r g e t i n g F Y 2 0 s e r v i c e r e v e n u e g r o w t h o f b e t w e e n 2 % a n d

3%, with a continued focus on:

•Further adoption of ‘unlimited’ offers;

•Leveraging Spark’s multi-brand portfolio to appeal to

different customer segments; and

•Bringing new innovative propositions to market

FY19 Performance

Mobile

Market-leading innovation and multi-brand strategy driving growth in share of

service revenue and connections

(1)

; at highest share of connections since 2012

(1)

Estimated market growth sourced from IDC

(2)

Excluding wholesale service revenues; to remove any duplication of total market revenues

19

33%

37%

39%

0%

50%

100%

Jun 17Jun 18Jun 19

Consumer pay-monthly plan mix

Less than $55$55 or greater

0%

1%

2%

3%

4%

5%

H1 FY18H2 FY18H1 FY19H2 FY19

Percentage growth in mobile service revenue

versus prior year

(2)

Rest of Market growthSpark growth

FY19 Performance
Broadband

Sustained revenue growth and further margin expansion achieved in a

slowing

(1)

but intensely competitive market

Successfully balancing ARPU growth and connection share to

increase profitability, with revenue growing by $20m or 3.0%

on prior year. Key drivers being:

•Removal of upfront customer acquisition credits as part of

new innovative ‘Unplan’ offers;

•Increase in price of copper plans;partially offset by

•5k decline in overall connections

(2)

–albeit with Skinny

sub-brand continuing to grow share of the price-sensitive

market

Gross margin up $29m or 9.2% largely due to:

•Revenue growth;

•$14m reduction in broadband access costs from further

wireless broadband connections -now 20% of customer

base; partially offset by

•Increased access charges driven by growth in fibre

connections and regulated price increases

Expect market connection growth to stay at ~2% in the

medium term; with Spark continuing to focus on margin

growth and holding connection share

(1)

Estimated market growth sourced from IDC

(2)

Includes wireless broadband connections

63%

49%

36%

0%

20%

40%

60%

80%

100%

Jun 17Jun 18Jun 19

Connection mix by input type

CopperFibreWireless broadband

37%

51%

64%

20

50%

56%

65%

0%

20%

40%

60%

80%

100%

Jun 17Jun 18Jun 19

Connection mix by data plan

Unlimited dataCapped d ata

Cloud, security and service management revenue growth of
$30m or 8.1% below target of 10% due to:

•Delayed onboarding of two new large customers; and

•Emergence of price pressure on renewals as customer base

matures

Further expansion in contribution margin

(1)

of $3m, or 1.9%,

albeit at a slower rate than revenue due to shift in customer

demand towards more labour intensive -and lower margin -

service management offerings

Cloud, security and service management revenue expected to

grow by between 8% and 10% in FY20 due to:

•Completion of delayed FY19 transitions and commencement

of billing;

•The launch of digital transformation consultancy business

Leaven, to help organisations accelerate their adoption of

cloud and associated services;

•Further penetration of cloud services; with approximately

three quarters of the New Zealand market still to transition to

a more flexible and future-proof cloud based IT model; and

•As more devices and environments become connected,

helping businesses with cybersecurity is increasingly an area

of opportunity

FY19 Performance

Cloud, security and service management

FY19 saw moderation in rate of revenue growth; however ongoing demand for

cloud and associated services expected to drive growth of between 8% and 10%

in FY20

316

370

400

100

200

300

400

500

FY 17FY 18FY 19

Cloud, security and service management

revenue ($m)

+8.1%

(1)

Contribution margin is defined as reported gross margin less labour and other costs that are directly attributable to the implementation and ongoing support of specific

contract services

21

FY19 Performance
Voice, Managed Data and Networks

Absolute decline in total voice, managed data and networks revenues in line

with prior year; with gross margin benefiting from growth in wireless voice

connections

Absolute decline in total voice, managed data and networks

revenues of $97m was broadly in line with prior year decline of

$102m. FY19 revenue movement driven by:

•Full year impact of a large wholesale voice customer

migration completed in H2 FY18;

•Decline in total calling minutes due to connection loss and

substitution; and

•Moderated declines in managed data and networks due to

migration of customers off legacy data platforms onto new

lower margin fibre based alternatives.

Impact of revenue declines on gross margin partially offset by

reduction in voice access costs; due to 12k increase in wireless

voice connections

Focus shifted to further improve margins through migration of

customers to better performing, higher margin services such as:

•Wireless voice; and

•Software defined wide-area-networks (SDWAN)

In FY20, fixed voice revenues are expected to decline at a rate

of ~12-15% due to further connection declines and calling

substitution

882

780

683

500

1,000

FY 17FY 18FY 19

Total voice and managed data and networks

revenue ($m)

VoiceManaged data and ne tworksTo tal vo ic e

22

657

573

486

200

400

600

800

FY 17FY 18FY 19

Total voice revenue by customer segment ($m)

ConsumerBusinessWholesale and other

15.2%

Capital management
23

Dividend aspiration –first communicated in June 2017 –is to deliver a

sustainable total dividend of 25 cents per share or above that is not

supplemented by debt

Availability of cash for

distribution to

shareholders driven by

growth in free cash flow ...

... and staying within our

capital management

principles

... while retaining the

ability to fund key

strategic investments ...

Made up of:

•Underlying free cash

flow primarily driven by:

•EBITDAI

•Capital expenditure

•Working Capital

•Spectrum

•Spark Sport

•Southern Cross Next

•Business acquisitions

that generate

appropriate

commercial returns

•Approach to

managing net debt

1

2

3

Capital management
Dividend

24

As a result of a sustainable improvement in the outlook for free cash flow, Spark

expects to achieve its dividend aspiration in FY20

As a result anticipated

FY20 dividend of 25cps

expected to be paid via

an ordinary dividend only

No special dividend to

be paid in FY20

Expect that any future

use of debt to top-up

dividends will be limited

to smoothing short-term

movements in payables

and receivables

Supported by growing

confidence in free cash

flow generation

Expected free cash flow

growth to be driven by:

•EBITDAI growth

•Sustained reduction in

capital expenditure

•Cash conversion of at

least 95%

Spark anticipates paying

a total FY20 dividend per

share of 25.0c that is at

least 75% imputed

(1)

(1)

Subject to no adverse change in operating outlook

25
Significant increase in underlying free cash flow during FY19, up $123m,

fuelled by EBITDAI growth

(1)

Calculated as EBITDAI (excluding impairments and other gains)less operating cash-flow (excluding tax, dividend receipts and interest)

Capitalmanagement

Underlying free cash flow

1

Underlying free cash flow was

introduced as part of Spark’s interim

FY19 results and excludes:

•Movements in working capital

(1)

;

•Dividends received from

Southern Cross;

•Proceeds from asset sales;

•Payments for business

acquisitions; and

•Payments for spectrum

The primary lens Spark will use to

assess dividend sustainability is free

cash flow being:

•Underlying free cash flow plus

•Movements in working capital

($m)FY17FY18FY19

Net cash flows from operations

760820777

Payments for purchase of property, plant,

equipment and intangibles

(398)(414)(415)

Payments for capitalised interest

(6)(8)(8)

Payments for leases

(36)(37)(36)

Payments for leased customer equipment assets

(17)(17)(17)

Receipts from finance leases

356

excluding

Dividends received from Southern Cross

665015

(Increase)/decrease in working capital

(1)

(114)(7)(137)

Underlying free cash flow354306429

1,007
981

1,090

1,100

700

800

900

1,000

1,100

1,200

FY17FY18FY19FY20 Guidance

EBITDAI ($m)

26

Underlying free cash flow expectedto increase by at least a further ~$60m in

FY20

(1)

; due to further EBITDAI growth and decrease in capital expenditure to

~$370m

415

413

417

0

100

200

300

400

500

FY17FY18FY19FY20 Guidance

Capital expenditure excluding spectrum ($m)

Capital

expenditure to

operating

revenues

11.7%11.8%

11.8%

10% to 11%

~370

(1)

(1)

Subject to no adverse change in operating outlook

Capital expenditure expected to decrease by ~$50m to

~$370m in FY20

(1)

-excluding any spectrum purchases

and renewals

Expect to maintain spend at between 10% and 11% of

revenue in the medium term

~370

(1)

Growth in EBITDAI of between $10m and $30m expected

in FY20

(1)

1,120

Capitalmanagement

Underlying free cash flow

1

FY20 capital expenditure (excluding spectrum) decreasing to ~$370m
(1)

following completion of large investment programmes. Expect to maintain

spend at between 10% and 11% of revenue in the medium term

27

(1)

Subject to no adverse change in operating outlook

Envelope reducing following

completion of a number of major

investment programmes

Fully integrated and modern customer

management system now in place. Next,

less intensive, phase of IT investment is

focused on:

•Incremental improvements; and

•Sustaining (and rationalising) existing

products and systems

Investment in core mobile and IoT

network capability complete, enabling

more efficient growth in network capacity

through:

•Leveraging new technology incl. 4.9G;

•Utilising latent capacity -following

upgrades for the RWC -for further

wireless broadband growth; and

•Focussing 5G roll-out on organic

growth and deployment into specific

markets where demand or use cases

are most evident

Envelope will be maintained at

between 10% and 11% of revenue in

the medium term

Will free up capital to invest in

upcoming spectrum purchases and

renewals -which sit outside both the

capital expenditure envelope and free

cash flow -while still providing sufficient

funding for:

•Required capacity growth;

•The progressive roll-out of C-band

5G; and

•Further innovation

Will maintain absolute level of

investment in mobile –with majority

of reductions from capitalised labour

IT investment expected to decrease by

between 10% and 15% in-line with:

•Less intensive development phase;

and

•Ongoing shift in software-as-a-service

expenditure away from capital

expenditure to operating expenses

Fixed network investment will be

reduced through a combination of smart

architectural choices and more cost-

efficient technologies

Upcoming completion of Converged

Communications Network (CCN)

programme will further free up capital

Capitalmanagement

Underlying free cash flow

1

$667m
60%

FY20 cash conversion

(1)

expected to return to at least 95% due to associated

unwind of unfavourable FY19 movements

(1)

Calculated as net cash flow from operations (excluding tax, dividend receipts and interest) divided by EBITDAI (excluding impairments and other gains)

(2)

Calculated as EBITDAI (excluding impairments and other gains)less net cash flow from operations (excluding tax, dividend receipts and interest)

(3)

Subject to no adverse change in operating outlook

Movement in working

capital

(2)

($m)

FY17

Actual

FY18

Actual

FY19

Actual

FY20

Estimate

(3)

Device receivable

445229

Similar rate of growth to FY19.Not estimated

to return to FY17 and FY18 levels as customer

refresh cycles are not expected to shorten in

the near-term

Prepayments and

accruals

(13)810

Lower rate of growth than FY19 due to

biennial renewal cycle for software licences

IT services contracts

16611

Modest net increase in support of cloud,

security and service management revenue

growth

Timing of payables and

receivables

54(44)66

Inventory

13(15)21

Modest net decrease due to full amortisation

of RWC content in H1 FY20 and no change in

device inventory balance

Total1147137Maximum of ~50

Cash conversion ratio88%99%87%at least 95%

28

Significantly lower rate of

growth than FY19;

with FY20

working capital already

benefiting from:

•Unwind of unfavourable

FY19 receivables associated

with June 2019 asset sales

and procurement revenues

•Redemption of vendor

rebates; and

•Absence of significant prior

period payables such as

Quantum implementation

costs recognised in FY18 but

paid in FY19

Capitalmanagement

Working capital

1

Resulting freecash flow
(1)

expected to grow by ~$170m to~$460m in FY20

(2)


sufficient to fully fund a dividend of 25 cents per share without the use of debt

(1)

Calculated as underlying free cash flow plus movements in working capital

(2)

Subject to no adverse change in operating outlook

Expected $170m YoY growth in FY20 free cash

flow primarily driven by:

•Further growth in EBITDAI

•Sustained reduction in capital expenditure

(excluding spectrum) to approximately $370m;

and

•Return of cash conversion to at least 95% as

unfavourableFY19 working capital

movements unwind

Free cash flow outlook for future periods is similar

to FY20; subject to no adverse change in

operating outlook and excluding timing variances

(including movements in working capital)

29

240

299

292

0

100

200

300

400

500

600

FY17FY18FY19FY20 Estimate

Free cash flow ($m)

Underlying free cash flow (excl. mvmts in working capital)

Free cash flow (incl. mvmts in working capital)

(2)

~460

429

306

354

Capitalmanagement

Free cash flow

1

~510

Spark is committed to ensuring that reported net debt
(1)

to EBITDAI does not

exceed 1.4x on a long-run basis; consistent with a prudent capital structure

and Spark’s A-S&P credit rating

0.97

1.18

1.21

0.00

0.40

0.80

1.20

1.60

FY 17FY 18FY 19

Ratio of reported net debt to EBITDAI

S&P reaffirmed Spark’s A-credit rating in

July 2019, noting there are no

fundamental changes to Spark’s

underlying credit quality despite Spark’s

adoption of the new IFRS 15 and IFRS 16

accounting standards resulting in an

increase in S&P’s calculation of net debt

30

(1)

Reported net debt at hedged rates as reported in note 4.4 of Spark’s FY19 Annual Report

Capitalmanagement

Net Debt

3

(1)
Subject to no adverse change in operating outlook

(2)

Includes purchase of property, plant and equipment, intangible assets and capacity (including Southern Cross) but excludes spectrum purchases and leased customer equipment

assets

FY20 Outlook

Guidance

(1)

FY19 ActualFY20 Guidance

(1)

EBITDAI

$1,090m

$1,100m to $1,120m

Capital expenditure

(2)

$417m

~$370m

Dividend per share

Ordinary 22.0c (75% imputed)

Special 3.0c (75% imputed)

Ordinary 25.0c

at least 75% imputed

31

Guidance provided for FY20; subject to no adverse change in operating

outlook

MeasuresTarget
30 June 2020

Build customer intimacy

Consumer and small business iNPS8 pointlift

Growth in mobile and broadband change transactions completed online30%

Create a wireless future

Go-live of 5G for America’s Cup (subject to spectrum)Ready for July 2020 launch

Preparation for commercial launch of 5G (subject to spectrum)

5G sites deployed to targeted

geographical locations

Growth in wireless broadband connections+30k

Create New Zealand’s premier

sports streaming experience

Rugby World Cup tournament

Successfully deliver the RWC tournament

with platform availability of 99.9%

Grow key markets

Mobile service revenue growth

(1)

2-3%

Cloud, security and service management revenue growth8-10%

Growth in number of connected IOT devices60%

Begin progressive rollout of new concept Spark retail storesBy end of September 2019

Mature Agile leadership

Percentage of Agile squads at or above level 385%

Deliver best cost

EBITDAI marginAt least 31%

Lead on sustainability

Transition to integrated reportingFor FY20 annual report

Number of school students participating in one of the Spark Foundation’s

programmes

(2)

+10k

FY20 Outlook

Indicators of Success

32

(1)

Consumer and business segments only

(2)

Measured as school aged children 5-18 years who participate in one of the Spark Foundation’s digital inclusion or skills and capability programmes including JUMP, Digital

Native Academy, Code Club, The Electric Garden and Like a Boss

Disclaimer
This announcement may include forward-looking statements regarding future events and the future

financial performance of Spark New Zealand. Such forward-looking statements are based on the beliefs of

and assumptions made by management along with information currently available at the time such

statements were made.

These forward-looking statements may be identified by words such as ‘guidance’, ‘anticipate’, ‘believe’,

‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘plan’, ‘may’, ‘could’, ‘ambition’, ‘aspiration’ and similar expressions.

Any statements in this announcement that are not historical facts are forward-looking statements. These

forward-looking statements are not guarantees or predictions of future performance, and involve known

and unknown risks, uncertainties and other factors, many of which are beyond Spark New Zealand’s

control, and which may cause actual results to differ materially from those projected in the forward-

looking statements contained in this announcement.

Factors that could cause actual results or performance to differ materially from those expressed or

implied in the forward-looking statements are discussed herein and also include Spark New Zealand's

anticipated growth strategies, Spark New Zealand's future results of operations and financial condition,

economic conditions and the regulatory environment in New Zealand, competition in the markets in

which Spark New Zealand operates, risks related to the sharing arrangements with Chorus, other factors

or trends affecting the telecommunications industry generally and Spark New Zealand’s financial

condition in particular and risks detailed in Spark New Zealand's filings with NZX and ASX. Except as

required by law or the listing rules of the stock exchanges on which Spark New Zealand is listed, Spark

New Zealand undertakes no obligation to update any forward-looking statements whether as a result of

new information, future events or otherwise.

33

Spark New Zealand
Group result - reported

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Operating revenues and other gains1,7381,7671,7611,7721,7541,7793,5333,533--%

Operating expenses(1,273)(1,225)(1,305)(1,247)(1,265)(1,178)(2,552)(2,443)1094.3%

EBITDAI4655424565254896019811,09010911.1%

Finance income161516191819353725.7%

Finance expense(37)(38)(37)(40)(40)(45)(77)(85)(8)(10.4%)

Depreciation and amortisation expense(242)(240)(237)(244)(245)(232)(481)(477)40.8%

Net investment income33242720-144714(33)(70.2%)

Net earnings before income tax2353032252802223575055797414.7%

Tax expense(65)(77)(63)(77)(69)(101)(140)(170)(30)(21.4%)

Net earnings for the period1702261622031532563654094412.1%

Capital expenditure22419126215126415341341741.0%

Free cash flows

62178155144108184299292(7)(2.3%)

Reported EBITDAI margin26.8%30.7%25.9%29.6%27.9%33.8%27.8%30.9%3.1%11.1%

Reported effective tax rate27.7%25.4%28.0%27.5%31.1%28.3%27.7%29.4%1.6%5.9%

Capital expenditure to operating revenues12.9%10.8%14.9%8.5%15.1%8.6%11.7%11.8%0.1%0.9%

Reported basic and diluted earnings per share (cents)9.312.38.811.18.314.019.922.32.412.1%

Group result - adjusted

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Operating revenues and other gains1,7381,7671,7611,7721,7541,7793,5333,533--%

Adjusted operating expenses(1,273)(1,225)(1,292)(1,211)(1,265)(1,178)(2,503)(2,443)602.4%

Adjusted EBITDAI4655424695614896011,0301,090605.8%

Finance income161516191819353725.7%

Finance expense(37)(38)(37)(40)(40)(45)(77)(85)(8)(10.4%)

Depreciation and amortisation expense(242)(240)(237)(244)(245)(232)(481)(477)40.8%

Net investment income33242720-144714(33)(70.2%)

Adjusted net earnings before income tax235303238316222357554579254.5%

Adjusted tax expense(65)(77)(67)(87)(69)(101)(154)(170)(16)(10.4%)

Adjusted net earnings for the period17022617122915325640040992.2%

Adjusted EBITDAI margin26.8%30.7%26.6%31.7%27.9%33.8%29.2%30.9%1.7%5.8%

Adjusted effective tax rate27.7%25.4%28.2%27.5%31.1%28.3%27.8%29.4%1.6%5.6%

Adjusted basic and diluted earnings per share (cents)9.312.39.312.58.314.021.822.30.52.3%

Movement

Spark presents adjusted EBITDAI and adjusted net earnings when the year includes significant items greater than $25 million. FY18 included $49 million

of costs of change and adjusted EBITDAI and adjusted net earnings are as follows:

Movement

The tax effect on costs of change in H1 FY18 is $4m and in H2 FY18 is $10m. There were no adjusting items in FY17.

Spark New Zealand
Gross margin by product

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Mobile341363356376376399732775

435.9%

Voice221204189180158152369310

(59)(16.0%)

Broadband146152158157168176315344

299.2%

Cloud, security and service management129144152163163164315327

123.8%

Procurement and partners2223172318254043

37.5%

Managed data and networks626354575153111104

(7)(6.3%)

Other product2231252425264951

24.1%

Total product gross margin9439809519809599951,9311,954

231.2%

Other gains-20-10-151015

550.0%

Total gross margin9431,0009519909591,0101,9411,969

281.4%

Connections

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

000's000's000's000's000's000's000's000's000's

%

Mobile connections2,3532,3922,4372,4582,4642,5152,4582,515572.3%

Voice connections by type

1

POTS & ISDN629567491400356329400329(71)(17.8%)

VoIP41444752576252621019.2%

Voice over wireless-111414182614261285.7%

670622552466431417466417(49)(10.5%)

Broadband connections

Copper497431384346296249346249(97)(28.0%)

Fibre1381722062382733062383066828.6%

Wireless40841041161291401161402420.7%

675687694700698695700695(5)(0.7%)

Group FTE's

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19#

%

FTE permanent5,6645,5545,3845,2665,1075,1095,2665,109(157)(3.0%)

FTE contractors 279220230241212167241167(74)(30.7%)

Total FTE5,9435,7745,6145,5075,3195,2765,5075,276(231)(4.2%)

Dividends

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19$

%

Ordinary dividends (cents per share)11.0011.0011.0011.0011.0011.0022.0022.00--%

Special dividends (cents per share)1.501.501.501.501.501.503.003.00--%

12.5012.5012.5012.5012.5012.5025.0025.00--%

1

Voice connections include all voice technology types, including POTS, ISDN, VoIP and wireless voice. Voice connections exclude connections where

Spark also provide a bundled broadband service, but include all wholesale voice connections (including those where the underlying customer has a

bundled broadband service).

Movement

Movement

Movement

Movement

Spark New Zealand
Group operating revenues and other gains

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Operating revenues

Mobile

Service revenue379393395400403413795816212.6%

Non-service revenue197198218224219236442455132.9%

5765916136246226491,2371,271342.7%

Voice

Access160149136124109105260214(46)(17.7%)

Calling11210598958783193170(23)(11.9%)

Videoconferencing2828262925205545(10)(18.2%)

Other voice revenue3936333229286557(8)(12.3%)

339318293280250236573486(87)(15.2%)

Broadband337336331334344341665685203.0%

Cloud, security and service management150166179191195205370400308.1%

Procurement and partners17817318417319117435736582.2%

Managed data and networks11211310410396101207197(10)(4.8%)

Other operating revenue465057575658114114--%

Total operating revenues1,7381,7471,7611,7621,7541,7643,5233,518(5)(0.1%)

Other gains-20-10-151015550.0%

Total operating revenues and other gains1,7381,7671,7611,7721,7541,7793,5333,533--%

Operating revenues includes revenues from Consumer, Business, Wholesale and other customer segments.

Wireless broadband revenues and connections are included in broadband revenues and connections.

Operating revenues and other gains by customer segment

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

Operating revenues and other gains$m$m$m$m$m$m$m$m$m

%

Consumer7877817867877908151,5731,605322.0%

Business8358498668668678571,7321,724(8)(0.5%)

Wholesale and other135157128142118130270248(22)(8.1%)

Eliminations(19)(20)(19)(23)(21)(23)(42)(44)(2)(4.8%)

1,7381,7671,7611,7721,7541,7793,5333,533--%

Finance income

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

Finance income$m$m$m$m$m$m$m$m$m

%

Finance lease interest income8777771414--%

Other interest income889121112212329.5%

161516191819353725.7%

Net investment income

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

Net investment income$m$m$m$m$m$m$m$m$m

%

Dividend income35262822-155015(35)(70.0%)

Share of associates' and joint ventures' net losses(2)(2)(1)(2)-(1)(3)(1)266.7%

33242720-144714(33)(70.2%)

Movement

Movement

Movement

Movement

Spark New Zealand
Revenue classification changes

Product nameServices providedPrevious categoryNew category

Cellphone insuranceOther operating revenueMobile service revenue

VoIP revenueVoice calling revenueVoice access revenue

Value added voice

services

Voice calling revenueOther voice revenue

Managed internetBroadband revenueManaged data revenue

Provision of voice services over an

internet based connection

Additional services over a voice line

such as call diversion, caller

identification and other smartphone

services

Provision of internet services for a

managed data network

Additionally, the split of revenues between cloud, security and service management and procurement and partners has also been reviewed. The

majority of reallocation relates to the treatment of revenue from subsidiaries.

As part of the adoption of the Agile business model, the management of certain product lines have been reallocated from one part of the business to

another. The details of the key changes and the associated impact on revenue reporting are as follows:

Insurance coverage for accidental loss

or damage to purchased Mobile

devices

Spark New Zealand
Group operating expenses

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Product costs

Mobile235228257248246250505496(9)(1.8%)

Voice1181141041009284204176(28)(13.7%)

Broadband191184173177176165350341(9)(2.6%)

Cloud, security and service management21222728324155731832.7%

Procurement and partners15615016715017314931732251.6%

Managed data and networks5050504645489693(3)(3.1%)

Other product costs2419323331326563(2)(3.1%)

7957678107827957691,5921,564(28)(1.8%)

Labour278272276237250225513475(38)(7.4%)

Other operating expenses

Network support costs3129313137246261(1)(1.6%)

Computer costs4042414346478493910.7%

Accommodation costs262532293730616769.8%

Advertising, promotions and communication412851334740848733.6%

Bad debts9979661612(4)(25.0%)

Impairment expense2-165(2)73(4)(57.1%)

Costs of change--1336--49-(49)(100.0%)

Other5153434142398481(3)(3.6%)

200186219228220184447404(43)(9.6%)

Total operating expenses1,2731,2251,3051,2471,2651,1782,5522,443(109)(4.3%)

Finance expense

Finance expense on debt2123252827325359611.3%

Lease interest expense161615141515293013.4%

Leased customer equipment interest expense22122234133.3%

394141444449859389.4%

Capitalised interest(2)(3)(4)(4)(4)(4)(8)(8)--%

3738374040457785810.4%

Depreciation and amortisation expense

Depreciation - property, plant and equipment122128129134128118263246(17)(6.5%)

Depreciation - right-of-use assets2726242625315056612.0%

Depreciation - leased customer equipment assets8888991618212.5%

Amortisation of intangibles85787676837415215753.3%

242240237244245232481477(4)(0.8%)

Adjusted operating expenses

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Total operating expenses1,2731,2251,3051,2471,2651,1782,5522,443(109)(4.3%)

Less: costs of change--(13)(36)--(49)-49100.0%

Adjusted operating expenses1,2731,2251,2921,2111,2651,1782,5032,443(60)(2.4%)

Movement

Movement

Spark New Zealand
Analysis & KPI's - Mobile

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

Mobile revenue by type (Consumer and Business)$m$m$m$m$m$m$m$m$m

%

Mobile service revenue372385388395398409783807243.1%

Mobile non-service revenue

1

189187208210206224418430122.9%

5615725966056046331,2011,237363.0%

1519171918163634(2)(5.6%)

Total mobile revenue5765916136246226491,2371,271342.7%

Mobile product costs

3

(235)(228)(257)(248)(246)(250)(505)(496)91.8%

Mobile gross margin341363356376376399732775435.9%

Mobile gross margin %59.2%61.4%58.1%60.3%60.5%61.5%59.2%61.0%1.8%3.0%

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

Total mobile revenue by customer segment$m$m$m$m$m$m$m$m$m

%

Consumer369379397409410443806853475.8%

Business192193199196194190395384(11)(2.8%)

Wholesale and other1519171918163634(2)(5.6%)

5765916136246226491,2371,271342.7%

Average revenue per user (ARPU) - 6 month active

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

Consumer and Business

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month%

Total ARPU27.4527.2727.5827.2527.5627.5727.4127.570.16 0.6%

Pay-monthly ARPU45.0545.0244.2943.3142.8242.4343.7942.62(1.16)(2.7%)

Prepaid ARPU11.6511.7512.2012.1312.2912.6612.1712.480.31 2.6%

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

000's000's000's000's000's000's000's000's000's

%

Pay-monthly connections1,0851,1081,1581,1891,2251,2511,1891,251625.2%

Prepaid connections1,2311,2481,2451,2361,2061,2321,2361,232(4)(0.3%)

Internal connections44444444--%

Total mobile connections2,3202,3602,4072,4292,4352,4872,4292,487582.4%

1

Mobile non-service revenue includes handset sales and mobile interconnect.

2

Includes MVNO revenue.

3

Includes handset, interconnect and cellphone tower access costs.

Movement

Wholesale and other customer segment mobile

revenue

2

Movement

Movement

Number of mobile connections at period end - 6

month active - Consumer and Business

Movement

Spark New Zealand
Analysis & KPI's - Voice

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

Voice revenue by type$m$m$m$m$m$m$m$m$m

%

Access160149136124109105260214(46)(17.7%)

Calling11210598958783193170(23)(11.9%)

Videoconferencing2828262925205545(10)(18.2%)

Other voice revenue3936333229286557(8)(12.3%)

Total voice revenue339318293280250236573486(87)(15.2%)

Voice product costs

1

(118)(114)(104)(100)(92)(84)(204)(176)2813.7%

Voice gross margin221204189180158152369310(59)(16.0%)

Voice gross margin %65.2%64.2%64.5%64.3%63.2%64.4%64.4%63.8%(0.6%)(1.0%)

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

000's000's000's000's000's000's000's000's000's

%

POTS and ISDN629567491400356329400329(71)(17.8%)

VoIP41444752576252621019.2%

Voice over wireless-111414182614261285.7%

Total voice connections670622552466431417466417(49)(10.5%)

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

000's000's000's000's000's000's000's000's000's

%

Consumer124124118108104103108103(5)(4.6%)

Business211198185180177178180178(2)(1.1%)

Wholesale and other335300249178150136178136(42)(23.6%)

Total voice connections670622552466431417466417(49)(10.5%)

1

Includes voice access (baseband), interconnect, international calling and videoconferencing platform costs.

Analysis & KPI's - Broadband

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Total broadband revenue337336331334344341665685203.0%

Broadband product costs

2

(191)(184)(173)(177)(176)(165)(350)(341)92.6%

Broadband gross margin146152158157168176315344299.2%

Broadband gross margin %43.3%45.2%47.7%47.0%48.8%51.6%47.4%50.2%2.9%6.0%

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

000's000's000's000's000's000's000's000's000's

%

Copper497431384346296249346249(97)(28.0%)

Fibre1381722062382733062383066828.6%

Wireless40841041161291401161402420.7%

Total broadband connections675687694700698695700695(5)(0.7%)

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

000's000's000's000's000's000's000's000's000's

%

Consumer589597601604598593604593(11)(1.8%)

Business869092959899959944.2%

Wholesale and other--1123132NM

Total broadband connections675687694700698695700695(5)(0.7%)

2

Includes broadband access (UBA/UCLL/Fibre), modem and e-mail platform support costs.

Broadband connections by technology

Movement

Broadband connections by segment

Movement

Movement

Voice connections by type

Movement

Voice connections by customer segment

Movement

Movement

Spark New Zealand
Analysis & KPI's - Cloud, Security and Service management

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Cloud, Security and Service managegement revenue150166179191195205370400308.1%

Cloud, Security and Service management product costs(21)(22)(27)(28)(32)(41)(55)(73)(18)(32.7%)

Cloud, Security and Service management gross margin129144152163163164315327123.8%

Cloud, Security and Service management gross margin %86.0%86.7%84.9%85.3%83.6%80.0%85.1%81.8%(3.4%)(4.0%)

Contribution margin (approximated) %

1

34.0%44.6%36.9%46.6%36.9%42.0%41.9%39.5%(2.4%)(5.7%)

Analysis & KPI's - Procurement and Partners

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Procurement and partners revenue17817318417319117435736582.2%

Procurement and partners product costs(156)(150)(167)(150)(173)(149)(317)(322)(5)(1.6%)

Procurement and partners gross margin222317231825404337.5%

12.4%13.3%9.2%13.3%9.4%14.4%11.2%11.8%0.6%5.1%

Analysis & KPI's - Managed data and networks

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Managed data and networks revenue11211310410396101207197(10)(4.8%)

Managed data and networks product costs

2

(50)(50)(50)(46)(45)(48)(96)(93)33.1%

Managed data and networks gross margin626354575153111104(7)(6.3%)

55.4%55.8%51.9%55.3%53.1%52.5%53.6%52.8%(0.8%)(1.6%)

2

Includes wide area network access, international data and network backhaul costs.

Movement

1

Contribution margin is defined as reported gross margin less labour and other costs that are directly attributable to the implementation and ongoing

support of specific contract services.

Movement

Movement

Spark New Zealand
Statement of cash flows

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Cash flows from operating activities

Cash received from customers 1,724 1,686 1,768 1,721 1,770 1,654

3,4893,424(65)(1.9%)

Interest receipts 14 15 16 18 18 17

343512.9%

Dividend receipts 22 44 7 43 - 15

5015(35)(70.0%)

Payments to suppliers and employees (1,328) (1,207) (1,266) (1,252) (1,314) (1,169)

(2,518)(2,483)351.4%

Payments for income tax (79) (64) (70) (97) (44) (91)

(167)(135)3219.2%

Payments for interest on debt (18) (18) (14) (23) (22) (23)

(37)(45)(8)(21.6%)

Payments for interest on leases (14) (14) (14) (14) (13) (17)

(28)(30)(2)(7.1%)

Payments for interest on leased customer equipment

assets

(1) (2) (1) (2) (2) (2)

(3)(4)(1)(33.3%)

Net cash flows from operating activities 320 440 426 394 393 384

820777(43)(5.2%)

Cash flows from investing activities

Proceeds from sale of property, plant and equipment - 27 - 1 - 1

11--%

Proceeds from sale of business - - - 8 - -

8-(8)(100.0%)

Proceeds from long-term investments - 6 - - - 2

-22NM

Payments for purchase of businesses (2) (2) (46) (5) - -

(51)-51100.0%

Payments for, and advances to, long-term investments (2) (3) (6) (14) (6) -

(20)(6)1470.0%

Payments for purchase of property, plant and

equipment and intangibles

(211) (187) (236) (178) (258) (157)

(414)(415)(1)(0.2%)

Payments for capitalised interest (2) (4) (4) (4) (3) (5)

(8)(8)--%

Net cash flows from investing activities (217) (163) (292) (192) (267) (159)

(484)(426)5812.0%

Cash flows from financing activities

Net proceeds from debt 153 (25) 184 (10) 182 (28)

174154(20)(11.5%)

Receipts from finance leases 2 1 2 3 3 3

56120.0%

Payments for dividends (229) (229) (229) (229) (229) (230)

(458)(459)(1)(0.2%)

Payments for leases (18) (18) (18) (19) (19) (17)

(37)(36)12.7%

Payments for leased customer equipment assets (7) (10) (8) (9) (8) (9)

(17)(17)--%

Net cash flows from financing activities (99) (281) (69) (264) (71) (281)

(333)(352)(19)(5.7%)

Net cash flow 4 (4) 65 (62) 55 (56)

3(1)(4)NM

Opening cash position 52 56 52 117 55 110

525535.8%

Closing cash position 56 52 117 55 110 54 55 54

(1)(1.8%)

Movement

Spark New Zealand
Analysis & KPIs - Free cash flows

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Net cash flows from operating activities320 440 426 394 393 384 820777(43)(5.2%)

Payments for purchase of property, plant and

equipment and intangibles

(211) (187) (236) (178) (258) (157) (414)(415)(1)(0.2%)

Payments for capitalised interest

(2) (4) (4) (4) (3) (5) (8)(8)--%

Payments for leases

(18) (18) (18) (19) (19) (17) (37)(36)12.7%

Payments for leased customer equipment assets

(7) (10) (8) (9) (8) (9) (17)(17)--%

Receipts from finance leases

2 1 2 3 3 3 56120.0%

excluding

Dividend receipts

(22) (44) (7) (43) - (15) (50)(15)3570.0%

Increase/(decrease) in working capital

71 43 (45) 52 38 99 7137130NM

Underlying free cash flow

133 221 110 196 146 283 30642912340.2%

including

(Increase)/decrease in working capital

(71) (43) 45 (52) (38) (99) (7)(137)(130)NM

Free cashflow

62 178 155 144 108 184 299292(7)(2.3%)

Analysis & KPIs - Movement in working capital

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

EBITDAI 465 542 456 525 489 601

9811,09010911.1%

excluding

Impairments (2) - (1) (6) (5) 2

(7)(3)4(57.1%)

Other gains - 20 - 10 - 15

1015550.0%

EBITDAI excluding impairments and other gains

467 522 457 521 494 584 9781,07810010.2%

Net cash flows from operating activities 320 440 426 394 393 384

820777(43)(5.2%)

excluding

Interest receipts 14 15 16 18 18 17

343512.9%

Dividend receipts 22 44 7 43 - 15

5015(35)(70.0%)

Payments for income tax (79) (64) (70) (97) (44) (91)

(167)(135)32(19.2%)

Payments for interest on debt (18) (18) (14) (23) (22) (23)

(37)(45)(8)21.6%

Payments for interest on leases (14) (14) (14) (14) (13) (17)

(28)(30)(2)7.1%

Payments for interest on leased customer equipment

assets

(1) (2) (1) (2) (2) (2)

(3)(4)(1)33.3%

Net cash flows from operating activities excluding

dividends, tax and net interest

396 479 502 469 456 485 971941(30)(3.1%)

EBITDAI excluding impairments and other gains 467 522 457 521 494 584

9781,07810010.2%

less

Net cash flows from operating activities excluding

dividends, tax and net interest

396 479 502 469 456 485

971941(30)(3.1%)

Increase/(decrease) in working capital

71 43 (45) 52 38 99 7137130

Cash conversion85%92%110%90%92%83%99%87%

Movement

Movement

Spark New Zealand
Group capital expenditure

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Cloud2220192026103936(3)(7.7%)

Converged Communications Network (CCN)312171520113231(1)(3.1%)

International cable construction and capacity purchases

142014-1111412(2)(14.3%)

IT systems6052644970621131321916.8%

Mobile network69338926892911511832.6%

Plant, network and core sustain and resiliency363138243627626311.6%

Other2023211712133825(13)(34.2%)

Total capital expenditure

22419126215126415341341741.0%

Analysis & KPI's - Capital expenditure depreciation and amortisation

H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19FY18FY19

$m$m$m$m$m$m$m$m$m

%

Depreciation - property, plant and equipment122128129134128118263246(17)(6.5%)

Depreciation - right-of-use assets

1

8910109132022210.0%

Amortisation of intangibles

85787676837415215753.3%

Total capital expenditure depreciation and amortisation

215215215220220205435425(10)(2.3%)

1

Includes depreciation on capacity right-of-use assets only as these are included within Spark’s definition of capital expenditure.

Movement

Capital expenditure is presented on an accruals basis, and includes purchase of property, plant and equipment and intangible assets, capacity purchases

(including Southern Cross) but excludes leased customer equipment assets.

On adoption of NZ IFRS 16 Leases, assets associated with capacity arrangements which were previously recognised

within intangible assets have been reclassified to right-of-use assets. Payments for capacity purchases remain within

Spark’s definition of capital expenditure. Total depreciation on property plant and equipment, depreciation on

capacity right-of-use assets and amortisation of intangibles is reconciled below:

Movement

---

1
Annual Corporate

Governance Statement

2019

The Board and management of Spark New Zealand Limited (Spark) are committed to maintaining high

standards of corporate governance. The Board regularly reviews and assesses Spark’s governance structures

and processes to ensure that they are consistent with international best practice, in both form and substance.

Spark is required to report against the NZX Corporate Governance Code (NZX Code) and as part of its

commitment to best practice governance, has elected to take into consideration, and substantially complies

with the ASX Corporate Governance Council’s Principles and Recommendations (4th Edition).

This statement is a snapshot view of Spark’s practices, processes and policies measured against the principles

of the NZX Code. It was approved by the Board on 21 August 2019 and is accurate as at that date.

PRINCIPLE 1:

Code of ethical

behaviour

“Directors should set high

standards of ethical behaviour,

model this behaviour and

hold management

accountable for these

standards being followed

throughout the organisation.”

Codes of Conduct

Spark has an integrated company-wide

compliance framework. A Code of Ethics

(which applies to all employees) and a

Directors’ Code of Ethics together set out

the standards by which Spark people are

expected to conduct themselves.

The Codes provide guidance on decision-

making and set out to instill a culture of

acting lawfully, ethically and responsibly.

The Code of Ethics contains links to Spark’s

core policies and details Spark’s values,

expected behaviours and sets out Spark’s

approach to conflicts of interests, bribery

and corruption, gifts and hospitality,

confidentiality, use of assets and information

and compliance with laws. The Codes also

set out Spark’s compliance escalation

procedures that are designed to be used to

report breaches of Spark’s legal obligations,

the Codes themselves and other Spark

policies, either through the Honesty Box –

a confidential whistle-blowing portal – or

other avenues.

Online training during the induction process

for new staff and as part of Spark’s

continuous education programme, emails

and intranet articles are used to educate all

staff about the Code of Ethics and training

on the Directors’ Code of Ethics is

coordinated by the Company Secretary.

Copies of the Code of Ethics and the

Directors’ Code of Ethics can be found at:

www.sparknz.co.nz/about/governance.

Trading Policies

The Insider Trading Policy and the

Disclosure Policy (together with the

associated procedures for implementation)

are two of Spark’s core policies that address

the treatment of material information and

trading in Spark and other issuers’ financial

products while in possession of material

information.

Copies of the Insider Trading Policy and

the Disclosure Policy can be found at:

www.sparknz.co.nz/about/governance.

Glossary: if there

are terms used in

this document that

may be unfamiliar

please refer to the

glossary on page 12

for an explanation.

2
Spark New ZealandAnnual Corporate Governance Statement 2019

PRINCIPLE 2:

Board composition

and performance

“To ensure an effective

board, there should be a

balance of independence,

skills, knowledge, experience

and perspectives.”

Board

A key factor in Spark’s long-term growth

framework is strong governance, with focus

areas including proactive risk management

policies and having a diverse Board.

A biography of each Board member and the

Board skills matrix that outlines the

qualifications, capabilities, geographical

location, tenure and gender of each

member of the Board can be found at the

Our Board section of the 2019 Annual

Report.

The Board of Directors is elected by

shareholders to protect and enhance the

value of the assets of Spark in the interests

of Spark and its shareholders. The Board has

statutory responsibility for the affairs and

activities of Spark, which in practice is

achieved through delegation to the Chief

Executive Officer (CEO) and those who are

charged with the day-to-day leadership and

management of the Company. The CEO has,

in some cases, formally delegated certain

authorities to direct reports and has

established an empowerment framework

that sets out decision rights at Spark.

More information regarding the respective

roles and responsibilities of the Board

and management is set out in the Board

Charter, which can be found at:

www.sparknz.co.nz/about/governance.

The Board regularly reviews and assesses

Spark’s governance structures and

processes to ensure that they are consistent

with international best practice in both form

and substance.

Director Appointment

The procedures for the appointment and

removal of directors are governed by

Spark’s constitution. Each Director has a

signed letter of appointment or

employment agreement setting out the

terms of their appointment, including their

duties, terms, conditions of appointment,

expectations of the role and remuneration.

Spark directors have no fixed term of office

but are subject to the retirement provisions

contained in the relevant stock exchange

listing rules.

Recommendations for nominations of new

directors are generally made by the NOMs

and considered by the Board as a whole.

External consultants are from time to time

used to access a wide base of potential

candidates and to review the suitability of

candidates for appointment.

When recommending a candidate to act as

director, the NOMs takes into account such

factors as it deems appropriate, including

the candidate’s independence, experience,

professional skills, qualifications and

personal qualities. In doing so Spark will

undertake appropriate checks, including as

to the candidate’s character, education,

criminal record and bankruptcy history. The

NOMs will review the candidate’s skills and

experience relative to the Board skills matrix

to determine whether they will augment the

existing Board skillset and assess their

availability to commit themselves to the role.

If the Board appoints a new director during

the year that person will stand for election

by shareholders at the next annual meeting.

Shareholders are provided with relevant

information on the candidates standing for

election in the notice of meeting.

3
Spark New ZealandAnnual Corporate Governance Statement 2019

PRINCIPLE 2 continued:

Diversity and Inclusion

Spark’s talented workforce is a

representation of gender, ethnicity, culture

and generations. We believe that building

greater diversity and inclusion among our

people speaks to our role as a major

New Zealand company that shows

leadership in areas important to society. We

also believe it will ultimately deliver

enhanced customer experiences and

business performance. One of Spark’s major

initiatives involved inviting all employees to

make the Blue Heart Pledge, which is an

individual’s personal commitment to

support a ‘heart-led’ approach to diversity

and inclusion at Spark.

Spark’s Diversity and Inclusion Policy sets

out the requirement for the Board to set and

review measurable objectives for achieving

diversity each year. The HRCC will annually

review and report to the Board on the

relative proportion of gender diversity

that makes up Spark’s workforce and

recommends objectives to the Board.

A copy of Spark’s Diversity and Inclusion

policy can be found at:

www.sparknz.co.nz/about/governance.

For more details on the importance of

Diversity and Inclusion at Spark please see

the Our People section of the 2019 Annual

Report.

For details of the break down of

demographics at different levels of Spark’s

workforce please see page 98 of the 2019

Annual Report.

Director Training

The Board introduces new directors to

management and the business through

specifically tailored induction programmes,

depending on their needs. All directors are

regularly updated on relevant industry and

Company issues. This may include visits to

Spark operations and briefings from key

Leadership Squad members or external

experts. There is an ongoing programme of

presentations to the Board by management

from across Spark. From time to time the

Board may also undertake educational trips

to receive briefings from companies in

relevant industries, locally and abroad. The

Board expects all directors to undertake

continuous education so that they may

appropriately and effectively perform their

duties.

Board and Director Performance

The Board regularly discusses governance

and performance and annually reviews its

own performance as a whole against the

Board Charter and each Committee’s

performance against its Charter. The Chair

meets with directors to discuss the

performance of each director individually.

Further, Board evaluations are undertaken

annually to seek director and Leadership

Squad feedback on a range of matters

relating to Board performance, including its

role and composition and engagement with

management, shareholders and

stakeholders. The collective results of the

evaluation are then reported to the Board

by the Chair and discussed individually with

directors. The last Board evaluation survey

was undertaken in July 2019.

“To ensure an effective

board, there should be a

balance of independence,

skills, knowledge, experience

and perspectives.”

Board composition

and performance

4
Spark New ZealandAnnual Corporate Governance Statement 2019

PRINCIPLE 2 continued:

Director Independence

Spark’s Board Charter requires that a

majority of directors be independent. When

assessing independence the Board will

consider whether a director is free of

material relationships with Spark (other than

as a director) and other entities and people

who could influence, or could reasonably be

perceived to influence, the director’s

capacity to exercise independent

judgement and act in the best interests of

Spark and Spark’s shareholders generally.

The mere existence of a relationship with

Spark, or a customer or supplier, may not

necessarily mean that a director is not

independent. Rather, the Board will assess

each relationship on a case-by-case basis to

determine whether it is material and might

compromise the independence of the

director. The Board will also consider the

tenure of each director when assessing

independence and succession planning.

Please see the Board’s statement regarding

Director independence at page 101 of the

2019 Annual Report.

Board Positions

The Chair is elected by the Board. The

Board supports the separation of the roles

of Chair and the CEO. The Chair’s role is to

manage and provide leadership to the

Board and to facilitate the Board’s interface

with the CEO. The current Chair, Justine

Smyth, is a non-executive and independent

director as required by the Board Charter.

The Board does not have a Deputy Chair.

The Company Secretary is responsible for

supporting the effectiveness of the Board by

ensuring that its policies and procedures are

followed and for coordinating the

completion and dispatch of the Board

agendas and papers. The Company

Secretary is accountable to the Board, via

the Chair, on all governance matters, as

further described in the Board Charter.

“To ensure an effective

board, there should be a

balance of independence,

skills, knowledge, experience

and perspectives.”

Board composition

and performance

5
Spark New ZealandAnnual Corporate Governance Statement 2019

PRINCIPLE 3:

Board committees

“The board should use

committees where this will

enhance its effectiveness in

key areas, while still retaining

board responsibility.”

Spark’s Board establishes committees to

assist in the execution of the Board’s

responsibilities. Board committees do not

act or make decisions on behalf of the

Board unless specifically mandated by prior

Board authority to do so.

The current committees of the Board are:

• Audit and Risk Management Committee

(ARMC);

• Human Resources and Compensation

Committee (HRCC); and,

• Nominations and Corporate Governance

Committee (NOMs).

Other committees may be established from

time to time to consider matters of special

importance or to exercise the delegated

authority of the Board.

Each Board Committee has a Charter

summarising the role, rights, responsibilities

and membership requirements for that

Committee. The Board annually reviews the

charters of the Board committees and their

performance against those charters. The

Board committee charters can be found at:

www.sparknz.co.nz/about/governance.

The Board is responsible for appointing

committee members and Chairs according

to the skills, experience and other qualities

they bring to the Committee. All Spark

committees are comprised of a majority of

independent directors. The Chair is entitled

to invite persons to attend Committee

meetings as deemed necessary. Spark

management and employees can only

attend Committee meetings at the invitation

of the Committee.

Specific Committee memberships and

attendance information are outlined on

page 100 of the 2019 Annual Report.

ARMC

The Board has delegated responsibility to

the ARMC for reviewing Spark’s principal

risks on an annual basis; ensuring that

management has established a risk

management framework that includes

policies and procedures to effectively

identify, treat and monitor principal business

risks; assessing the effectiveness of the risk

management system and ensuring it is

fit-for-purpose annually; and monitoring

compliance with the risk management

framework.

The ARMC is tasked with ensuring the

quality, credibility and objectivity of Spark’s

accounting processes, including financial

reporting. The ARMC will discuss half-yearly

and annual reports with management,

including whether the reporting is

consistent with the Committee members’

information and knowledge and whether it

is adequate for shareholder needs.

The Chair of the ARMC is independent and

is not the Chair of the Board.

6
Spark New ZealandAnnual Corporate Governance Statement 2019

HRCC

The HRCC is responsible for reviewing

Spark’s remuneration policy and practices,

as well as Spark’s overall human resources

strategy, structure, policy and practices. The

remuneration of directors is reviewed by the

HRCC – taking account of the Company’s

size and complexity and the responsibilities,

skills, performance and experience of the

directors – with recommendations made to

the Board for approval.

NOMs

The NOMs role is to identify and

recommend to the Board individuals for

nomination as members of the Board and its

committees (taking into account such factors

as it deems appropriate, including

experience, qualifications, judgement and

the ability to work with other directors); and

to develop and review Spark’s corporate

governance principles and make

recommendations to the Board. The NOMs

is also responsible for reviewing Board

succession planning.

Takeovers

Spark’s Board has put in place Takeover

Response Guidelines that set out the

procedure to be followed if there is a

takeover offer for Spark, including with

regards to communication between insiders

and the bidder, the preparation of an

independent advisors’ report and

establishment of a Bid Response Sub-

committee.

PRINCIPLE 3 continued:

“The board should use

committees where this will

enhance its effectiveness in

key areas, while still retaining

board responsibility.”

Board committees

7
Spark New ZealandAnnual Corporate Governance Statement 2019

PRINCIPLE 4:

Reporting and disclosure

“The board should demand

integrity in financial and

non-financial reporting, and

in the timeliness and balance

of corporate disclosures.”

Continuous Disclosure

Spark is committed to providing material

information regarding Spark’s business and

operational performance to shareholders

and other stakeholders in compliance with

applicable laws and securities exchange

requirements. Pursuant to its Disclosure

Policy Spark has an appointed Disclosure

Officer to authorise all financial market

communications. Together with the

Company Secretary the Disclosure Officer is

responsible for overseeing Spark’s

disclosure practices and ensuring that all

material information is lodged promptly and

without delay with the relevant securities

exchanges.

Authorised spokespersons are restricted to

reduce the risk of inconsistent

communications and to ensure that public

comments are within the bounds of

information already in the public domain

and/or information that is not materially

price sensitive.

Reporting

Spark’s financial reports are prepared in a

manner that is balanced, clear and objective.

The financial statements in the Annual

Report are prepared in accordance with NZ

GAAP and comply with NZ IFRS.

Spark requires that, prior to the approval of

financial statements by the Board, its CEO

and Finance Director make an annual

declaration that, in their opinion, the

financial records of the entity have been

properly maintained and that the financial

statements comply with the appropriate

accounting standards and give a true and

fair view of the financial position and

performance of Spark; and that their

opinion has been formed on the basis of a

sound system of risk management and

internal control, which is operating

effectively.

In addition to the published financial

statements Spark’s Annual Report provides

information on Spark’s performance on a

number of non-financial matters, including

environmental, social and governance

commitments and related metrics.

Key Governance Documents

Spark’s website has a dedicated governance

section that contains Spark’s policies that

outline its core governance structures and

processes. This includes the Code of Ethics,

Board Charter (and the charters of the

various committees), Disclosure Policy,

Insider Trading Policy, Diversity and

Inclusion Policy and other principal

corporate governance documents:

www.sparknz.co.nz/about/governance.

8
Spark New ZealandAnnual Corporate Governance Statement 2019

PRINCIPLE 5:

Remuneration

“The remuneration of

directors and executives

should be transparent,

fair and reasonable.”

Policies and Practices

The HRCC is responsible for Spark’s

remuneration policy and practices and is

also ultimately responsible for ensuring

Spark meets legislative and regulatory

requirements as they relate to remuneration

matters.

Spark is committed to ensuring that the

remuneration of directors is transparent, fair

and reasonable and subject to shareholder

approval if required.

Directors

Non-executive director remuneration is

determined with consideration of the size

and complexity of Spark and relative market

activity. From time to time independent

consultants are engaged for benchmarking

purposes to ensure that the remuneration of

Spark’s non-executive directors is

appropriate and comparable to that of

similar companies in New Zealand and, as

relevant, Australia. Non-executive directors

are also expected to purchase and hold an

amount of Spark shares within the first three

years of their appointment.

Further details on non-executive director

remuneration can be found at pages 37 &

96 of the 2019 Annual Report.

Further details on director’s Spark

shareholdings can be found at page 103 of

the 2019 Annual Report.

Following the resignation of Simon Moutter,

the Spark Board currently does not have any

executive directors.

Executives

The Leadership Squad’s remuneration

consists of a fixed remuneration component

and at-risk short-term and long-term

incentives. Spark’s STI rewards senior

leaders for the achievement of annual

performance objectives, with payments

awarded from a fixed cash pool that is set

based on overall Spark performance against

financial and/or non-financial annual

performance objectives. Spark believes that

senior leaders should have part of their

remuneration linked to the long-term

performance of the Company. For the

Leadership Squad and a select group of

senior leaders, a long-term incentive, which

vests after three years contingent on

continued employment and Spark achieving

a performance hurdle, forms part of their

remuneration packages.

Further details on Leadership Squad

remuneration can be found at pages 34 &

35 of the 2019 Annual Report.

CEO

The CEO’s remuneration package reflects

the scope and complexity of the role and is

set by the Board, with reference to the

remuneration of CEOs of similarly sized

organisations. For FY20 the CEO’s

remuneration package comprises a fixed

cash component, an at-risk short-term

incentive and an at-risk long-term incentive.

The CEO’s annual cash-based short-term

incentive is subject to the achievement of

specific performance objectives set by the

Board based on Spark’s strategy and

business plan for the respective financial

year. The CEO’s annual long-term incentive

will be granted as options under Spark’s LTI,

contingent on continued employment and

Spark achieving a performance hurdle. The

CEO is also expected to purchase and hold

an amount of Spark shares.

Further details on CEO remuneration can be

found at pages 36, 37 & 97 of the 2019

Annual Report.

9
Spark New ZealandAnnual Corporate Governance Statement 2019

PRINCIPLE 6:

Risk management

“Directors should have a

sound understanding of the

material risks faced by the

issuer and how to manage

them. The board should

regularly verify that the issuer

has appropriate processes

that identify and manage

potential and material risks.”

Spark’s Agile organisation design and

practices empower its people to make

decisions and manage the risks associated

with achieving Spark’s strategy and business

objectives. Strong corporate governance,

including a highly effective and integrated

risk management framework, helps Spark

people to make good business decisions

that create stakeholder value. In early 2018

Spark updated its risk management

framework by benchmarking to the leading

Enterprise Risk Management practice

advocated in COSO ERM: 2017.

The MRF is designed on the principles that

managing risk creates, protects and

enhances value; is part of decision-making

processes; explicitly addresses uncertainty;

is systematic, structured and timely; is

transparent and inclusive; and is iterative

and responsive to change.

The ARMC plays an important role in Spark’s

MRF. The ARMC is responsible for ensuring

that Management has established a risk

management framework. Spark’s Risk Team

is accountable for designing and managing

this framework and provides the ARMC with

regular updates about its performance and

evolution.

The ARMC reviews Management’s principal

risk profile annually. It also receives reports

on the effectiveness of the implementation

and operation of the policies and systems

designed to manage risk. The ARMC

receives quarterly reporting from the Risk

and Audit Officer that discusses progress

against the approved Internal Audit Plan

and other relevant information. Information

reported includes the priorities, updates

about the evolution of the MRF findings

from its internal audit reviews, status of

previously raised items and fraud

management reporting (e.g. risks and

results from monitoring activities).

The ARMC conducts an annual assessment

to confirm the MRF is designed and

operating effectively. The last MRF

assessment was undertaken in July 2019.

Every three years Spark also completes an

external review of its MRF to ensure it

continues to be fit for purpose and is

operating effectively.

A summary of Spark’s MRF and Spark’s

identified principal business risks and

mitigations are outlined in Spark’s Annual

Report.

Health and Safety

The health and safety of people is of the

utmost importance to Spark. A safe and

healthy workplace is one in which people

and suppliers are accountable and

empowered to work together to protect and

promote the health, safety and wellbeing of

all. To achieve this Spark has established

four pillars of health and safety: a clearly

defined Health and Safety framework; active

hazard and risk management; development

of an employee-driven safety culture; and

the right resources and processes to deliver

on the framework. Integral to the framework

is the H&S Information System, which shapes

and monitors key performance indicators

across the business, focusing on Spark’s

strategic objectives, targets and managing

critical hazards and risks. The Board and

Leadership Squad are both integrally

involved in health and safety strategic

planning, implementation and monitoring.

Further details regarding Spark’s health and

safety framework can be found on page 21

of the 2019 Annual Report.

10
Spark New ZealandAnnual Corporate Governance Statement 2019

PRINCIPLE 7:

Auditors

“The board should ensure

the quality and

independence of the

external audit process.”

External Audit

Oversight of Spark’s external audit

arrangements is the responsibility of the

ARMC. The External Auditor Independence

Policy and ARMC Charter together establish

a framework for Spark’s engagement with

external auditors. The objective of this

framework is to ensure that audit

independence is maintained, both in fact

and appearance, such that Spark‘s external

financial reporting is viewed as being highly

reliable and credible.

The ARMC is responsible for the

appointment of Spark’s external auditor, its

terms of engagement and the level of fees

incurred. The ARMC Charter outlines the

nature of the services permitted to be

performed and those not permitted to be

performed by the external auditor.

The ARMC Charter requires that the

Committee annually assesses and confirm to

the Board the independence and objectivity

of the external auditor after consideration of

the External Auditor Independence Policy

criteria. Regular rotation of the external

audit firm is not mandated, however,

rotation of the key audit partner of Spark is

required every five years.

Procedures for communication between the

ARMC, the external auditor and

Management are set out in the ARMC

Charter.

Representatives of Spark’s external auditor

are available at Spark’s annual meeting to

answer shareholder questions about the

conduct of the audit and the content of the

external auditor’s reports.

The Audit and Risk Management

Committee Charter and the External Auditor

Independence Policy can be found at:

www.sparknz.co.nz/about/governance.

Internal Audit

The Spark Internal Audit Team’s primary

objective is to assist the Board and CEO to

exercise good governance by providing

independent assurance on Spark’s control

and risk management processes. The ARMC

approves the appointment and oversees the

performance of Spark’s Risk and Audit

Officer. The Risk and Audit Officer is

accountable for leading Internal Audit and

reports directly to the Chair of the ARMC.

The Internal Audit Charter defines the

group’s objectives, scope, independence,

responsibilities and authority. Internal Audit

is independent from the activities and

operations it audits and has unrestricted

access to Spark’s records and employees.

Internal Audit regularly performs audits

across Spark. It works to an Internal Audit

Plan that outlines the risk themes and

engagements it intends to complete over

the plan year. The ARMC approves this plan

and ensures that the Internal Audit group is

appropriately staffed and that its scope of

work is appropriate for the key risks facing

Spark.

11
Spark New ZealandAnnual Corporate Governance Statement 2019

PRINCIPLE 8:

Shareholder rights

and relations

“The board should respect

the rights of shareholders

and foster constructive

relationships with

shareholders that encourage

them to engage with the

issuer.”

Shareholder Communication

and Disclosure

Spark is committed to promoting a fair,

orderly and transparent market through

comprehensive continuous disclosure and

ensuring shareholders are able to exercise

their rights in an informed manner.

Spark’s Disclosure Policy and associated

procedures governs communications with

shareholders and other stakeholders. All

material information is lodged promptly and

without delay with the relevant securities

exchanges. Once lodged the information

will also be published on Spark’s internet

site, with further dissemination through

broadcast emails to news agencies and

other market commentators where

appropriate. Spark may make available on

its internet site any other relevant

information made available to investors/

analysts (e.g. roadshows and presentation

briefing materials).

Spark is committed to maintaining multiple

channels of shareholder communications

and engagement, which currently includes:

1. Semi-annual earnings announcements

via audio conference;

2. Semi-annual post-results briefings with

investors in New Zealand and Australia;

3. Regular ad hoc one-on-one and group

investor and analyst meetings;

4. An annual meeting (that offers virtual

participation);

5. An annual report and corporate

governance statement;

6. Semi-annual shareholder newsletters;

7. Investor briefing days (where

appropriate); and

8. Regular investor roadshows.

Spark provides shareholders with the option

to receive communications from, and send

communications to, Spark electronically.

Spark’s Investor Website

Spark’s website is an important avenue of

communication with shareholders and other

stakeholders. Spark maintains a dedicated

investor website (investors.sparknz.co.nz)

which contains market releases, periodic

financial information, current and past

annual reports, investor presentations and

webcasts, dividend and share price

histories, notices of meeting, biographies

for Spark directors and Leadership Squad,

investor contacts, important calendar dates

and other information about Spark.

Annual Meetings

All Spark shareholders are encouraged to

participate in the annual meeting either in

person or virtually via an online annual

meeting platform, where shareholders can

vote, ask questions and watch the meeting

via webcast. Shareholders can also

electronically appoint and direct proxies to

vote on their behalf at the annual meeting.

The annual meeting webcast will be

archived on the Spark investor website after

the meeting.

The annual shareholders’ notice of meeting

is posted on Spark’s website as soon as

possible.

Spark is committed to ensuring that each

shareholder who invests in Spark has the

right to vote on major decisions that may

change the nature of the Company. All of

Spark’s shareholders have the right to one

vote per share.

12
Spark New ZealandAnnual Corporate Governance Statement 2019

Glossary

ARMC

Audit and Risk Management Committee

HRCC

Human Resources and Compensation Committee

LT I

Long Term Incentive Scheme, which is part of Spark

Leadership Squad and CEO remuneration

MRF

Managing Risk Framework

NOMs

Nominations and Corporate Governance Committee

NZ GAAP

Generally Accepted Accounting Practice in New

Zealand

NZ IFRS

New Zealand equivalents to International Financial

Reporting Standards

Spark

Spark New Zealand Limited

STI

Short-Term Incentive Scheme, which is part of Spark

Leadership Squad and CEO remuneration

There are terms used in this

document that may be unfamiliar

these are what each mean:

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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